Common use of Adjustments to Purchase Price Clause in Contracts

Adjustments to Purchase Price. If the Closing Adjustment, as shown on the Closing Statement, is negative, the Purchase Price will be reduced by an amount equal to the Closing Adjustment. If the Closing Adjustment is positive, the Purchase Price will be increased by an amount equal to the Closing Adjustment. Within thirty (30) days of the date of the Closing, Purchaser shall prepare and deliver to Sellers the Closing Statement. Such Closing Statement will be final and binding on the parties unless the Sellers give notice to the Purchaser of their objection within ten (I 0) days of their receipt. If the Sellers object to the draft Closing Statement delivered by Purchaser, the Parties shall use their reasonable commercial efforts to resolve the dispute within 30 days. If unresolved, the dispute shall be submitted for resolution by any Party to an accounting firm selected by mutual agreement of the Parties, or in the absence of agreement, to MNP, Certified Public Accountants, which will be acting as experts and not as arbitrators. That resolution will be final and binding upon the Parties and shall be reflected in the Closing Statement, which will then be in final form. The Parties shall equally share the fees and expenses of the accounting firm. If the Closing Adjustment is greater (i.e. is more positive or less negative) than the Estimated Adjustment, Purchaser shall, within fifteen (15) days after the Closing Statement becomes final and binding on the Parties, pay such excess to Sellers via wire transfer of immediately available funds to an account designated by Sellers. If the Closing Adjustment is less (i.e. is less positive or more negative) than the Estimated Adjustment, Sellers shall, within fifteen (15) days after the Closing Statement becomes final and binding on the Parties, pay such difference to Purchaser via wire transfer of immediately available funds to an account designated by Purchaser.

Adjustments to Purchase Price. If Within sixty (60) days after the Closing, Seller shall examine its books and records and determine the accuracy of the information set forth in the Closing Adjustment, as shown on Statement and deliver to Purchaser an updated closing statement setting forth the Closing Statement, is negative, actual computation of the Purchase Price for the Branches (the “Final Closing Statement”). Without limiting the generality of the foregoing, the Final Closing Statement shall include an update to address any Extensions of Credit To Be Repurchased. The Final Closing Statement shall become final and binding on Purchaser and Seller unless Purchaser gives written notice to Seller of its actual or potential disagreement with respect to any item included in such Final Closing Statement before 5:00 p.m. on the tenth (10th) Business Day after its delivery to Purchaser. Seller and Purchaser shall use their reasonable best efforts to resolve the disagreement or concern during the ten (10) Business Day period following receipt by Seller of such notice. If the disagreement or concern is not resolved during such ten (10) Business Day period, then the dispute shall be referred to an independent accounting firm of nationally recognized standing proposed by Seller (and approved by Purchaser unless good cause exists for disapproval) that has not represented any of the parties hereto within the preceding two (2) years, and such Final Closing Statement shall be modified, if required, by the independent accounting firm, and thereupon, such Final Closing Statement shall become final and binding. The cost of the independent accounting firm shall be shared and paid by Purchaser and/or Seller, each of whom will be reduced by pay an amount equal to the aggregate amount of such accounting firm’s fees and expenses multiplied by a fraction, the numerator of which is the portion of all contested amounts not awarded to such party and the denominator of which is the aggregate of all contested amounts, each as determined by such accounting firm. Once the Final Closing Adjustment. If Statement has become final and binding, and in the event that such Final Closing Statement differs from the Closing Adjustment is positiveStatement, the consideration hereunder shall be adjusted in accordance with such Final Closing Statement as follows: (a) if the sum of the Purchase Price will be increased by and the Settlement Payment for the Branches exceeds the Assumed Deposits set forth in the Final Closing Statement for the Branches, Purchaser shall pay Seller an amount equal to such difference; or (b) if the Assumed Deposits set forth in the Final Closing Statement for the Branches exceed the sum of the Purchase Price and the Settlement Payment for the Branches, Seller shall pay Purchaser an amount equal to such difference (a “Final Settlement Payment”). In either case, interest at the Federal Funds Rate from the Closing Adjustment. Within thirty (30) days of Date to, but excluding the date of the ClosingFinal Settlement Payment, Purchaser shall prepare and deliver to Sellers be included in the Closing StatementFinal Settlement Payment. Such Closing Statement will Any Final Settlement Payment shall be final and binding on the parties unless the Sellers give notice to the Purchaser of their objection paid within ten (I 010) days of their receipt. If Business Days after the Sellers object to the draft Final Closing Statement delivered by Purchaser, the Parties shall use their reasonable commercial efforts to resolve the dispute within 30 dayshas become final and binding. If unresolved, the dispute The Final Settlement Payment shall be submitted for resolution made in cash by any Party to an accounting firm selected by mutual agreement of the Parties, or in the absence of agreement, to MNP, Certified Public Accountants, which will be acting as experts and not as arbitrators. That resolution will be final and binding upon the Parties and shall be reflected in the Closing Statement, which will then be in final form. The Parties shall equally share the fees and expenses of the accounting firm. If the Closing Adjustment is greater (i.e. is more positive or less negative) than the Estimated Adjustment, Purchaser shall, within fifteen (15) days after the Closing Statement becomes final and binding on the Parties, pay such excess to Sellers via wire transfer of immediately available funds on or before 4:00 p.m. local time on the date of payment to an account designated specified by Sellersthe receiving party. If the Closing Adjustment is less (i.e. is less positive or more negative) than the Estimated Adjustment, Sellers The Final Settlement Payment shall, within fifteen (15) days after for all purposes, be considered an adjustment to the Closing Statement becomes final and binding on the Parties, pay such difference to Purchaser via wire transfer of immediately available funds to an account designated by PurchaserPurchase Price.

Adjustments to Purchase Price. (i) If the Final Closing Purchase Price Adjustment is greater than the Estimated Closing Purchase Price Adjustment, as shown then the Buyer shall, within five Business Days following the later of the determination of (A) the Final Closing Purchase Price Adjustment or (B) the AUM Adjustment Amount pursuant to Section 2.3(b), deliver to the Sellers pro rata based on their respective Purchase Price Percentages to the Closing Statement, is negativeDesignated Accounts, the Purchase Price will be reduced amount of such excess by an amount equal to the Closing Adjustmentwire transfer of immediately available funds. If the Final Closing Purchase Price Adjustment is positive, less than the Estimated Closing Purchase Price will be increased by an amount equal Adjustment, Buyer shall first proceed against the Escrow Account to the Closing Adjustment. Within thirty (30) days extent of the date of funds available therein to satisfy any such claims and may not proceed directly against Sellers with respect thereto unless and until sufficient funds are no longer available in the Closing, Purchaser shall prepare and deliver to Sellers the Closing Statement. Such Closing Statement will be final and binding on the parties unless the Sellers give notice to the Purchaser of their objection within ten (I 0) days of their receiptEscrow Account. If the Sellers object to the draft Closing Statement delivered by Purchaser, the Parties shall use their reasonable commercial efforts to resolve the dispute within 30 days. If unresolved, the dispute shall be submitted for resolution by any Party to an accounting firm selected by mutual agreement of the Parties, or funds available in the absence of agreementEscrow Account are less than difference between the Estimated Closing Purchase Price Adjustment and the Final Closing Purchase Price Adjustment then the Sellers, to MNP, Certified Public Accountants, which will be acting as experts severally and not as arbitrators. That resolution will be final and binding upon the Parties and shall be reflected in the Closing Statementjointly, which will then be in final form. The Parties shall equally share the fees and expenses of the accounting firm. If the Closing Adjustment is greater (i.e. is more positive or less negative) than the Estimated Adjustmentpro rata based on their respective Purchase Price Percentages, Purchaser shall, within fifteen five Business Days following the later of the determination of (15A) days after the Final Closing Statement becomes final and binding on Purchase Price Adjustment or (B) the PartiesAUM Adjustment Amount pursuant to Section 2.3(b), pay deliver to the Buyer, the balance of such excess to Sellers via shortfall by wire transfer of immediately available funds to an account one or more accounts designated by Sellers. If the Closing Adjustment is less (i.e. is less positive or more negative) than the Estimated Adjustment, Sellers shall, within fifteen (15) days after the Closing Statement becomes final and binding on the Parties, pay such difference to Purchaser via wire transfer of immediately available funds to an account designated by PurchaserBuyer in writing.

Adjustments to Purchase Price. (a) Promptly following Buyer's receipt of Schedule 4.8, Buyer and Pearson will verify the quantity of Inventory (i) shipped to Buyer and (ii) held by third parties. If the Closing Adjustmentvalue of the Inventory is less than the Inventory Target Amount, as shown on the Closing Statement, is negative, then the Purchase Price will shall be reduced by an the amount equal of such deficiency. For purposes of this Agreement, Inventory shall be valued at the lower of cost or market value, in accordance with generally accepted accounting principles; provided, that all Inventory that is not saleable or usable and all obsolete Inventory shall be written down to realizable market value. Inventory costing shall be consistent with prior year's methods (recognizing, however, that use of the same methods may result in different values when applied to identical Inventory items this year and last year), and determined using the FIFO (first-in, first-out) method of inventory accounting. Cost components shall include all direct printing, manufacturing, inbound freight charges (except for Inventory consisting of Addison Wesley Longman titles for which such charges shall not apply), reprint xxxxxx, xxxxxbly costs and purchase costs when completed books are purchased from third parties. Inventory costs shall not include the cost of plant activity, such as artwork, composition, typesetting, plate on first printings, and other non-recurring pre-reproduction costs. In the case of Inventory held by third parties, such as depositories, Pearson will provide Buyer with the most recent depository settlement report and related detailed reconciliation to the Sellers' perpetual records, and activity reports from the date of such depository report to the Closing AdjustmentDate. Within five Business Days of completion of verification of Inventory shipped to Buyer and verification of the value of Inventory held by third parties, Pearson will pay to Buyer the amount of any shortfall, as and to the extent required by this Section 2.3(a). The amount of any such shortfall shall be treated as a reduction in the Purchase Price. If the Closing Adjustment is positive, the Purchase Price will be increased by an amount equal to the Closing Adjustment. Within thirty (30) days of the date total Inventory valuation differs from the aggregate allocation to Inventory determined according to Section 2.2 above (ignoring the inventory valuation breakdown by category for these purposes), then the amount of the Closing, Purchaser shall prepare and deliver such allocation to Sellers the Closing Statement. Such Closing Statement will be final and binding on the parties unless the Sellers give notice to the Purchaser of their objection within ten (I 0) days of their receipt. If the Sellers object to the draft Closing Statement delivered by Purchaser, the Parties shall use their reasonable commercial efforts to resolve the dispute within 30 days. If unresolved, the dispute Inventory shall be submitted for resolution by any Party to an accounting firm selected by mutual agreement of the Parties, or in the absence of agreement, to MNP, Certified Public Accountants, which will be acting as experts and not as arbitrators. That resolution will be final and binding upon the Parties and shall be reflected in the Closing Statement, which will then be in final form. The Parties shall equally share the fees and expenses of the accounting firm. If the Closing Adjustment is greater (i.e. is more positive or less negative) than the Estimated Adjustment, Purchaser shall, within fifteen (15) days after the Closing Statement becomes final and binding on the Parties, pay such excess to Sellers via wire transfer of immediately available funds to an account designated by Sellers. If the Closing Adjustment is less (i.e. is less positive or more negative) than the Estimated Adjustment, Sellers shall, within fifteen (15) days after the Closing Statement becomes final and binding on the Parties, pay such difference to Purchaser via wire transfer of immediately available funds to an account designated by Purchaseradjusted accordingly.

Adjustments to Purchase Price. If Within one hundred twenty (120) days after the Closing AdjustmentClosing, as shown on Buyer shall provide Seller with a written statement of Buyer’s calculation of the Closing Statement, is negative, the Purchase Price Saleable Inventory Value (“Buyer’s Calculation”). Seller will be reduced by an amount equal to the Closing Adjustment. If the Closing Adjustment is positive, the Purchase Price will be increased by an amount equal to the Closing Adjustment. Within have thirty (30) days from its receipt of the date Buyer’s Calculation to provide written notice to Buyer proposing any adjustments to the Saleable Inventory Value set forth in the Buyer’s Calculation (“Adjustment Notice”). During that thirty-day period, Buyer shall provide Seller and Seller’s accountants and other advisors with reasonable access to the books, records, and other source materials Buyer used to calculate the Saleable Inventory Value, but Buyer will have no obligation to provide any materials covered by the attorney-client privilege or any work product, summaries, memorandums, or other analyses prepared by Buyer or on Buyer’s behalf. If Seller does not timely deliver an Adjustment Notice, the Saleable Inventory Value set forth in the Buyer’s Calculation will be binding and conclusive concerning the parties. If Seller timely delivers an Adjustment Notice, Buyer will have five (5) Business Days after its receipt of the ClosingAdjustment Notice to provide written notice to Seller that it contests or objects to the Adjustment Notice (“Buyer Objection”). If Buyer does not timely deliver a Buyer Objection, Purchaser shall prepare and deliver to Sellers the Closing Statement. Such Closing Statement Saleable Inventory Value provided for under the Adjustment Notice will be final binding and binding on conclusive concerning the parties. If Buyer timely delivers a Buyer Objection, the parties unless shall negotiate in good faith to resolve their dispute, but if the Sellers give notice parties fail to resolve their dispute within seven (7) Business Days after delivery of the Buyer Objection, Buyer and Seller shall retain the Independent Auditor to determine the Saleable Inventory Value, and the Independent Auditor’s determination will be binding and conclusive concerning the parties. Buyer and Seller will each pay half of the Independent Auditor’s fees and costs relating to the Purchaser of their objection within ten (I 0) days of their receipt. If the Sellers object to the draft Closing Statement delivered by Purchaser, the Parties shall use their reasonable commercial efforts to resolve the dispute within 30 days. If unresolved, the dispute shall be submitted for resolution by any Party to an accounting firm selected by mutual agreement determination of the PartiesSaleable Inventory Value, including the costs of any appraisers or other experts retained by the Independent Auditor to assist in determining the absence of agreement, to MNP, Certified Public Accountants, which will be acting as experts and not as arbitrators. That resolution will be final and binding upon the Parties and shall be reflected in the Closing Statement, which will then be in final form. The Parties shall equally share the fees and expenses of the accounting firm. If the Closing Adjustment is greater (i.e. is more positive or less negative) than the Estimated Adjustment, Purchaser shall, within fifteen (15) days after the Closing Statement becomes final and binding on the Parties, pay such excess to Sellers via wire transfer of immediately available funds to an account designated by Sellers. If the Closing Adjustment is less (i.e. is less positive or more negative) than the Estimated Adjustment, Sellers shall, within fifteen (15) days after the Closing Statement becomes final and binding on the Parties, pay such difference to Purchaser via wire transfer of immediately available funds to an account designated by PurchaserSaleable Inventory Value.

Adjustments to Purchase Price. If the Closing Adjustment, as shown on the Closing Statement, is negative, the Purchase Price will be reduced by an amount equal to the Closing Adjustment. If the Closing Adjustment is positive, the Purchase Price will be increased by an amount equal to the Closing Adjustment. (a) Within thirty (30) 90 days of the date of after the Closing, Purchaser shall prepare and Buyer will deliver to Sellers Seller a certificate the “Buyer’s Adjustment Certificate”), showing Buyer’s final determination of the Closing StatementDate Working Capital, Current Assets and Current Liabilities, which certificate will be accompanied by appropriate documentation supporting the amounts and numbers proposed in such certificate. Each party will provide the other reasonable access to all records in its possession that were used in the preparation of the Initial Adjustment Certificate and Buyer’s Adjustment Certificate or that may otherwise be necessary for the preparation thereof. Seller will review the Buyer’s Adjustment Certificate and will give written notice (an “Objection Notice”) to Buyer of any objections Seller has to the calculations shown in the Buyer’s Adjustment Certificate within 30 days after receipt. Such notice will set forth Seller’s proposal as to each item to which Seller objects together with appropriate support for such objections. If Seller does not deliver an Objection Notice within such 30 day period, then the Buyer’s Adjustment Certificate, and the amount of the Closing Statement will Date Working Capital set forth therein, shall be deemed to be conclusive, final and binding on the parties unless parties. Buyer and Seller will endeavor in good faith to resolve any objections within 30 days after the Sellers give notice receipt by Buyer of Seller’s timely Objection Notice. If such objections or disputes have not been resolved at the end of such 30 day period, the disputed portion only of the items contained in the Buyer’s Adjustment Certificate will be determined within the following 90 days by a national independent accounting firm that is mutually acceptable to Buyer and Seller (the “Arbitrator”), which shall be the exclusive means for resolution of such dispute. The determination of the Arbitrator will, with respect to each item in dispute, be limited to the Purchaser of their objection within ten (I 0) days of their receipt. If the Sellers object to the draft Closing Statement delivered range for such item as proposed by Purchaser, the Parties shall use their reasonable commercial efforts to resolve the dispute within 30 days. If unresolved, the dispute shall be submitted for resolution by any Party to an accounting firm selected by mutual agreement of the Parties, or Buyer in the absence of agreement, to MNP, Certified Public Accountants, which will be acting as experts Buyer’s Adjustment Certificate and not as arbitrators. That resolution will be final and binding upon the Parties and shall be reflected Seller in the Closing Statement, which will then be in final formObjection Notice. The Parties shall equally share the fees and expenses of the accounting firmArbitrator incurred in connection with such determination shall be equitably apportioned by such Arbitrator between Buyer and Seller based upon the extent to which Buyer and Seller are determined by such Arbitrator to be the prevailing party. If All determinations made by the Closing Adjustment is greater (i.e. is more positive or less negative) than the Estimated AdjustmentArbitrator shall be deemed to be conclusive, Purchaser shall, within fifteen (15) days after the Closing Statement becomes final and binding on the Parties, pay such excess to Sellers via wire transfer of immediately available funds to an account designated by Sellers. If the Closing Adjustment is less (i.e. is less positive or more negative) than the Estimated Adjustment, Sellers shall, within fifteen (15) days after the Closing Statement becomes final and binding on the Parties, pay such difference to Purchaser via wire transfer of immediately available funds to an account designated by Purchaserparties.

Adjustments to Purchase Price. If the Closing Adjustment, as shown on the Closing Statement, is negative, Except with respect to adjustments to the Purchase Price will be reduced by an amount equal (a) for indemnification payments pursuant to Article IX or Section 6.14, (b) pursuant to Section 6.17 and (c) for payment of any Target Bonus (including, without limitation, the employer share of any employment related Taxes with respect to such Target Bonus), within one hundred twenty (120) days after the Closing Adjustment. If Date (the Closing Adjustment is positive“Final Settlement Date”), Buyer will prepare and deliver to Sellers, in accordance with this Agreement and GAAP, a proposed statement (the “Final Settlement Statement”) setting forth each adjustment to the Purchase Price will be increased by an amount equal to required under this Agreement and showing the Closing Adjustmentcalculation of such adjustments and the resulting final Purchase Price (as set forth in the Final Settlement Statement, the “Final Price”). Within As soon as practicable, and in any event within thirty (30) days days, after receipt of the date preliminary Final Settlement Statement, Sellers shall return a written report containing any proposed changes to the preliminary Final Settlement Statement and an explanation of any such changes and the Closingreasons therefor (the “Dispute Notice”). If the Final Price set forth in the Final Settlement Statement is mutually agreed upon by Sellers and Buyer, Purchaser the Final Settlement Statement and the Final Price, as mutually agreed upon by Sellers and Buyer, shall prepare and deliver to Sellers the Closing Statement. Such Closing Statement will be final and binding on the parties unless hereto. Any difference in the Sellers give notice Purchase Price as paid at Closing pursuant to the Purchaser of their objection Closing Statement and the Final Price shall be paid by the owing party within ten (I 010) days of their receipt. If the Sellers object to the draft Closing Statement delivered owed party by Purchaser, the Parties shall use their reasonable commercial efforts to resolve the dispute within 30 days. If unresolved, the dispute shall be submitted for resolution by any Party to an accounting firm selected by mutual agreement of the Parties, or in the absence of agreement, to MNP, Certified Public Accountants, which will be acting as experts and not as arbitrators. That resolution will be final and binding upon the Parties and shall be reflected in the Closing Statement, which will then be in final form. The Parties shall equally share the fees and expenses of the accounting firm. If the Closing Adjustment is greater (i.e. is more positive or less negative) than the Estimated Adjustment, Purchaser shall, within fifteen (15) days after the Closing Statement becomes final and binding on the Parties, pay such excess to Sellers via wire transfer of or other immediately available funds with such payments to an account designated be made, whether to or by Sellers. If , in accordance with the Closing Adjustment is less (i.e. is less positive or more negative) than pro rata portion of the Estimated Adjustment, Sellers shall, within fifteen (15) days after the Closing Statement becomes final and binding on the Parties, pay such difference to Purchaser via wire transfer of immediately available funds to an account designated Purchase Price received by PurchaserSellers.

Adjustments to Purchase Price. If The Purchase Price shall be increased or decreased on a dollar-for-dollar basis for each dollar that the Adjusted Inventory Value (as hereinafter defined) as of the Closing AdjustmentDate exceeds or is less than the Estimated Inventory Value. "Adjusted Inventory Value" shall mean Seller's average vendor invoice cost, calculated on a "first in - first out" basis, as shown of the Closing Date for the Inventory; provided that, if the price of gold (based on the second price fixed on the London Exchange on the trading day immediately prior to the Closing Statement, Date (the "Closing Date Gold Price") is negativeless than Three Hundred Fifty Dollars ($350) per ounce (the "Base Price"), the Purchase Price will Adjusted Inventory Value for the Gold Inventory shall be reduced by an amount equal to the same percentage as the percentage difference between the Closing AdjustmentDate Gold Price and the Base Price. If the Closing Adjustment is positive, the Purchase Price will be increased by an amount equal to the Closing Adjustment. Within thirty (30) days of the date of the Closing, Purchaser shall prepare Seller and deliver to Sellers the Closing Statement. Such Closing Statement will be final and binding on the parties unless the Sellers give notice to the Purchaser of their objection within ten (I 0) days of their receipt. If the Sellers object to the draft Closing Statement delivered by Purchaser, the Parties Buyers shall use their reasonable commercial best efforts to resolve agree on or before May 30, 1997 as to the dispute within 30 daysfinal calculation of the Adjusted Inventory Value and any required adjustment to the Purchase Price, together with reasonable documentation supporting such calculation. Seller shall give Buyers reasonable access to relevant books and records to verify such calculation. If unresolved, there is no dispute as to the dispute shall be submitted for resolution by any Party to an accounting firm selected by mutual agreement calculation of the PartiesAdjusted Inventory Value and if such Adjusted Inventory Value is less than the Estimated Inventory Value, or in Seller and Buyers shall issue joint instructions to the absence of agreement, Escrow Agent to MNP, Certified Public Accountants, which will be acting as experts release the difference between the Estimated Inventory Value and not as arbitrators. That resolution will be final and binding upon the Parties and shall be reflected in the Closing Statement, which will then be in final form. The Parties shall equally share the fees and expenses of the accounting firmAdjusted Inventory Value to Buyers. If the Closing funds in the Escrow Account (other than the Lease Adjustment Portion), excluding interest earned thereon (the "Escrow Funds"), exceed such difference, the joint instructions to the Escrow Agent shall direct the Escrow Agent to release the balance of the Escrow Funds to Seller, and if the Escrow Funds are insufficient to cover such difference, Seller shall pay the amount of such deficiency to Buyers at the same time. If there is no dispute as to the calculation of Adjusted Inventory Value and if such Adjusted Inventory Value is greater (i.e. is more positive or less negative) than the Estimated AdjustmentInventory Value, Purchaser shallSeller and Buyers shall issue joint instructions to the Escrow Agent to release the Escrow Funds to Seller, within fifteen (15) days after and Buyers shall pay the Closing Statement becomes final difference between the Adjusted Inventory Value and binding the Estimated Inventory Value to Seller at the same time. Interest earned on the Parties, pay such excess to Sellers via wire transfer of immediately available funds to an account designated by Sellers. If the Closing Adjustment is less Escrow Funds (i.e. is less positive or more negative) than the Estimated Adjustment, Sellers shall, within fifteen (15) days after the Closing Statement becomes final and binding on the Parties, pay such difference to Purchaser via wire transfer of immediately available funds to an account designated by PurchaserLease Adjustment Portion) in accordance with the Escrow Agreement shall be divided equally among Buyers and Seller as set forth in the Escrow Agreement.

Adjustments to Purchase Price. If the Closing Adjustment, as shown on the Closing Statement, is negative, the Purchase Price will be reduced by an amount equal (a) At least five (5) Business Days prior to the Closing Adjustment. If Date, the Sellers’ Representative shall cause the Company to deliver to Purchaser (i) the Estimated Closing Date Balance Sheet, (ii) a statement (the “Seller Closing Statement”) setting forth in reasonable detail (x) the Company’s good faith estimates of (A) the Closing Adjustment is positiveDate Working Capital (the “Estimated Closing Date Working Capital”), (B) the Purchase Price will be increased Closing Date Cash (the “Estimated Closing Date Cash”), (C) the Closing Date Debt (the “Estimated Closing Date Debt”), (D) the Closing Date Transaction Expenses (the “Estimated Closing Date Transaction Expenses”) and (y) a calculation of the Estimated Closing Amount and (iii) the Payment Spreadsheet (together with reasonably detailed supporting calculations, in each case, determined in accordance with the Accounting Methodologies). The Sellers’ Representative shall consider in good faith any comments provided by an amount equal Purchaser with respect to the Seller Closing Adjustment. Within thirty (30) days Statement that are consistent with the Accounting Methodologies, and if the Sellers’ Representative accepts any such comments, it shall cause the Company to deliver to Purchaser an updated version of the date of the Closing, Purchaser shall prepare and deliver to Sellers the Closing Statement. Such Closing Statement will be final and binding on the parties unless the Sellers give notice to the Purchaser of their objection within ten (I 0) days of their receipt. If the Sellers object to the draft Closing Statement delivered by Purchaser, the Parties shall use their reasonable commercial efforts to resolve the dispute within 30 days. If unresolved, the dispute shall be submitted for resolution by any Party to an accounting firm selected by mutual agreement of the Parties, or in the absence of agreement, to MNP, Certified Public Accountants, which will be acting as experts and not as arbitrators. That resolution will be final and binding upon the Parties and shall be reflected in the Seller Closing Statement, which will then updated version shall replace the prior version for all purposes hereunder, provided that if the Sellers’ Representative and Purchaser are not able to reach a mutual agreement prior to the Closing Date, the Seller Closing Statement provided by the Sellers’ Representative to Purchaser, as may be modified to include any changes agreed to by the Sellers’ Representative and Purchaser, shall be the Seller Closing Statement for all purposes hereunder; provided further, that the Closing shall not be delayed in final formrespect of any such comments proposed by Purchaser and in no event shall the proposal of such comments or the delivery of such Seller Closing Statement be deemed to constitute the agreement of Purchaser as to any of the estimated amounts set forth in such Seller Closing Statement, and in no way shall the delivery of the Seller Closing Statement or the consummation of the Closing be construed as a waiver by Purchaser of any of its rights under Section 1.05. The Seller Parties shall, and shall equally share cause the fees Company Group to, make their financial records, accounting personnel and expenses advisors who participated in the preparation of the accounting firm. If the Closing Adjustment is greater (i.e. is more positive or less negative) than the Estimated Adjustment, Purchaser shall, within fifteen (15) days after the Seller Closing Statement becomes final available to Purchaser, its accountants and binding other representatives at reasonable times during the review by Purchaser of the Seller Closing Statement. Notwithstanding anything to the contrary herein, the parties acknowledge and agree that Purchaser shall be entitled to rely on the PartiesSellers’ Representative calculation set forth in the Payment Spreadsheet with respect to each Seller set forth in the Seller Closing Statement, pay as setting forth a true, complete and accurate listing of all items set forth therein and a true, complete and accurate calculation of the amounts to which such excess Seller is entitled pursuant to Sellers via wire transfer the Governing Documents of the Company, as in effect as of immediately available funds prior to an account designated the Closing, in connection with the transactions contemplated by Sellers. If this Agreement, and in no event shall Purchaser or any of its Affiliates (including, following the Closing Adjustment is less (i.e. is less positive Closing, the Company Group) have any liability to any Seller or more negative) than to any other Person for the Estimated Adjustment, Sellers shall, within fifteen (15) days after the Closing Statement becomes final and binding calculation or allocation of any item or amount set forth on the Parties, pay such difference to Purchaser via wire transfer of immediately available funds to an account designated by PurchaserPayment Spreadsheet.

Adjustments to Purchase Price. (a) Not later than 90 days after the Closing Date, GEM shall prepare and deliver to the Sellers an audited balance sheet of the business relating to the Contributed Assets as at the close of business on the business day immediately preceding the Closing Date (the "Closing Date Balance Sheet"). The Closing Date Balance Sheet shall be prepared in conformity with GAAP, applied on a consistent basis. (b) Unless Sellers, within 30 days following receipt of the Closing Date Balance Sheet, gives GEM a notice objecting thereto and specifying the basis for such objection and the amount in dispute ("Notice of Objection"), the Closing Date Balance Sheet shall be considered accepted and binding upon GEM and Sellers. If within 30 days following the receipt of the Closing Date Balance Sheet, Sellers give a Notice of Objection to GEM, Sellers and GEM shall negotiate in good faith with a view to resolving any differences. If such negotiations fail to resolve all disputed items within 30 days after Notice of Objection was first given by Sellers, the remaining disputed items may be submitted at the written request of either side to an accounting firm agreed by the parties or, failing such agreement, a firm designated by two separate accounting firms selected by each of GEM and Sellers (the "Nonpartisan Accountants"), acting as experts and not as arbitrators, for final resolution. After affording each of Sellers and GEM and their respective representatives the opportunity to present their positions as to the disputed items and their position on the other's position (which opportunity, in total, shall not extend for more than 30 days), the Nonpartisan Accountants shall resolve all disputed items. Such resolution shall be final and binding upon the parties (in the absence of manifest error) and shall be reflected in any necessary revisions to the Closing Date Balance Sheet. The fees, costs and expenses of the Nonpartisan Accountants shall be allocated between GEM and Sellers by the Nonpartisan Accountants. In the absence of any such allocation, such expenses shall be shared equally by the Sellers and GEM. Upon Sellers' request, GEM shall make available to Sellers the work papers and back-up material used by GEM in preparing the Closing Date Balance Sheet. The parties shall cooperate with each other in all respects to timely complete the process described in this sub-Section. (c) If the Working Capital as of the Closing Adjustment, Date as shown reflected on the Closing StatementDate Balance Sheet (as adjusted, if necessary, to reflect the resolution of any disputed items pursuant to Section 2.3(b)) is negativeless than $0.00, the Purchase Price will shall be reduced decreased by an amount equal to the Closing Adjustmentsuch shortfall. If the Working Capital as of the Closing Adjustment Date as reflected on the Closing Date Balance Sheet (as adjusted, if necessary, to reflect the resolution of any disputed items pursuant to Section 2.3(b)) is positivemore than $0.00, the Purchase Price will shall be increased by an amount equal to the Closing Adjustmentsuch overage. Within thirty (30) days of the date of the Closing, Purchaser shall prepare and deliver to Sellers the Closing Statement. Such Closing Statement will be final and binding on the parties unless the Sellers give notice Any adjustments to the Purchaser of their objection within ten (I 0) days of their receipt. If the Sellers object to the draft Closing Statement delivered by Purchaser, the Parties shall use their reasonable commercial efforts to resolve the dispute within 30 days. If unresolved, the dispute Purchase Price shall be submitted for resolution paid by any Party to an accounting firm selected GEM or Sellers, as the case may be, by mutual agreement of the Parties, or in the absence of agreement, to MNP, Certified Public Accountants, which will be acting as experts and not as arbitrators. That resolution will be final and binding upon the Parties and shall be reflected in the Closing Statement, which will then be in final form. The Parties shall equally share the fees and expenses of the accounting firm. If the Closing Adjustment is greater (i.e. is more positive or less negative) than the Estimated Adjustment, Purchaser shall, within fifteen (15) days after the Closing Statement becomes final and binding on the Parties, pay such excess to Sellers via wire transfer of immediately available funds to an account designated funds, as follows: (i) if no Notice of Objection is delivered by Sellers. If , such amount shall be paid within three (3) Business Days of the Closing Adjustment expiration of the 30-day period for delivery of such Notice of Objection; or (ii) if a Notice of Objection is less delivered by Sellers, (i.e. is less positive or more negativex) than any net undisputed amounts shall be paid within five Business Days after delivery of such Notice of Objection, and (y) the Estimated Adjustmentremaining amount, Sellers shallif any, shall be paid within fifteen (15) days five Business Days after the Closing Statement becomes final and binding date all disputed items are finally resolved in accordance with Section 2.3(b) above. Any amounts not paid when required pursuant to this Section 2.3(c) shall bear interest from the required date of payment to the date of actual payment at the rate of 4% over the Prime Rate of Interest, as set forth in the Wall Street Journal on the Parties, pay date preceding the due date of such difference to Purchaser via wire transfer of immediately available funds to an account designated by Purchaserpayment.

Adjustments to Purchase Price. If Within one hundred twenty (120) days after the Closing AdjustmentClosing, as shown on Buyer shall provide Seller with a written statement of Buyer’s calculation of the Closing Statement, is negative, the Purchase Price Saleable Inventory Value (“Buyer’s Calculation”). Seller will be reduced by an amount equal to the Closing Adjustment. If the Closing Adjustment is positive, the Purchase Price will be increased by an amount equal to the Closing Adjustment. Within have thirty (30) days from its receipt of the date Buyer’s Calculation to provide written notice to Buyer proposing any adjustments to the Saleable Inventory Value set forth in the Buyer’s Calculation (“Adjustment Notice”). During that thirty-day period, Buyer shall provide Seller and Seller’s accountants and other advisors with reasonable access to the books, records, and other source materials Buyer used to calculate the Saleable Inventory Value, but Buyer will have no obligation to provide any materials covered by the attorney-client privilege or any work product, summaries, memorandums, or other analyses prepared by Buyer or on Buyer’s behalf. If Seller does not timely deliver an Adjustment Notice, the Saleable Inventory Value set forth in the Buyer’s Calculation will be binding and conclusive concerning the parties. If Seller timely delivers an Adjustment Notice, Buyer will have five (5) Business Days after its receipt of the ClosingAdjustment Notice to provide written notice to Seller that it contests or objects to the Adjustment Notice (“Buyer Objection”). If Buyer does not timely deliver a Buyer Objection, Purchaser shall prepare and deliver to Sellers the Closing Statement. Such Closing Statement Saleable Inventory Value provided for under the Adjustment Notice will be final binding and binding on conclusive concerning the parties. If Buyer timely delivers a Buyer Objection, the parties unless shall negotiate in good faith to resolve their dispute, but if the Sellers give notice parties fail to resolve their dispute within seven (7) Business Days after delivery of the Buyer Objection, Buyer and Seller shall retain the Independent Auditor to determine the Saleable Inventory Value, and the Independent Auditor’s determination will be binding and conclusive concerning the parties. Buyer and Seller will each pay half of the Independent Auditor’s fees and costs relating to the Purchaser of their objection within ten (I 0) days of their receipt. If the Sellers object to the draft Closing Statement delivered by Purchaser, the Parties shall use their reasonable commercial efforts to resolve the dispute within 30 days. If unresolved, the dispute shall be submitted for resolution by any Party to an accounting firm selected by mutual agreement determination of the PartiesSaleable Inventory Value, including the costs of any appraisers or other experts retained by the Independent Auditor to assist in determining the absence of agreement, to MNP, Certified Public Accountants, which will be acting as experts and not as arbitratorsSaleable Inventory Value. That resolution will be final and binding upon the Parties and shall be reflected in the 2.5 Pre-Closing Statement, which will then be in final formAccounts Receivable. The Parties shall equally share the fees and expenses of the accounting firm. If the Closing Adjustment is greater For ninety (i.e. is more positive or less negative) than the Estimated Adjustment, Purchaser shall, within fifteen (1590) days after the Closing Statement becomes final (“Collection Period”), the Company will have the exclusive right to collect and binding on attempt to collect the PartiesPre-Closing Accounts Receivable, pay such excess and Buyer shall cause the Company to Sellers via wire transfer use commercially reasonable efforts, consistent with industry standard practice, to collect the Company’s Accounts Receivable existing as of immediately available funds to an account designated by Sellers. If the Closing Adjustment is less Date. Any amount collected will be paid to Seller on a monthly basis within 10 calendar days following the end of each month during the Collection Period. Following expiration of the Collection Period, Seller may elect to assume and thereafter collect any or all of the Pre-Closing Accounts Receivable that remains uncollected after the Collection Period (i.e. is less positive or more negative“Uncollected Receivable”) than the Estimated Adjustment, Sellers shall, by delivering written notice to Buyer within fifteen thirty (1530) days after the Closing Statement becomes final 12 end of the Collection Period; except that within five (5) Business Days after receiving notice of Seller’s election, Buyer may elect for the Company to retain the subject Uncollected Receivable by delivering written notice of its election to Seller and binding paying Seller ninety percent (90%) of the face value of the Uncollected Receivable that Seller desired to assume (“Purchased Receivable”). Any amount collected by the Company after the Collection Period concerning any Uncollected Receivable that Seller does not elect to assume and that is not a Purchased Receivable will be paid to Seller on a monthly basis within 10 calendar days following the Parties, pay such difference to Purchaser via wire transfer end of immediately available funds to an account designated by Purchaser.each month thereafter. 2.1 Section 338(h)(10)

Adjustments to Purchase Price. If the Closing Adjustment, The Purchase Price shall be adjusted according to this Section without duplication. For all adjustments known or capable of reasonable estimation as shown on the Closing Statement, is negativeof Closing, the Purchase Price will shall be reduced by an amount equal adjusted at Closing pursuant to the Closing Adjustment. If the Closing Adjustment is positive, the Purchase Price will be increased by an amount equal to the Closing Adjustment. Within thirty (30) days a “Preliminary Settlement Statement.” A draft of the date of the Closing, Purchaser shall prepare and deliver to Sellers the Closing Statement. Such Closing Preliminary Settlement Statement will be final prepared by Sellers using the best information available and binding on the parties unless the Sellers give notice provided to Buyer five Business Days prior to Closing. Buyer shall propose any changes it desires to make to the Purchaser of their objection Preliminary Settlement Statement furnished by Sellers within ten (I 0) days of their receipt. If the Sellers object to the draft Closing Statement delivered by Purchaser, the Parties shall use their reasonable commercial efforts to resolve the dispute within 30 days. If unresolved, the dispute shall be submitted for resolution by any Party to an accounting firm selected by mutual agreement of the Parties, or in the absence of agreement, to MNP, Certified Public Accountants, which will be acting as experts and not as arbitrators. That resolution will be final and binding upon the Parties and shall be reflected in the Closing Statement, which will then be in final formthree Business Days after receipt thereof. The Parties shall equally share attempt to agree upon any such changes but if they do not agree, the fees Preliminary Settlement Statement as prepared by Sellers shall control, subject to post-Closing review and expenses of adjustment as provided in Sections 13.1 and 13.2. The Preliminary Settlement Statement shall set forth the accounting firm. If Purchase Price as adjusted as provided in this Article, which amount, less the Deposit, shall be paid at Closing Adjustment and is greater referred to as the “Closing Amount.” The Closing Amount shall be paid at Closing as detailed in Section 3.1 and the Parties will instruct the Escrow Agent to pay all amounts in the Escrow Account (i.e. is more positive other than any amounts paid into the Escrow Account pursuant to Section 5.4(b)(i) or less negative) than the Estimated Adjustment6.3(b)(ii)), Purchaser shall, within fifteen (15) days after the Closing Statement becomes final and binding on the Parties, pay such excess to Sellers via wire transfer of immediately available funds to an account designated such accounts as directed by Sellers. If Following Closing, any cash received by Sellers applicable to post-Effective Time production of Hydrocarbons from the Closing Adjustment is less (i.e. is less positive Assets will be paid to Buyer net of Royalties, Taxes paid or more negative) than the Estimated Adjustment, withheld for subsequent payment by Sellers shallon behalf of Buyer, within fifteen (15) 30 days after receipt thereof, and any cash received by Buyer applicable to pre-Effective Time production of Hydrocarbons from the Closing Assets will be paid to Sellers within 30 days after receipt thereof. After Closing, final adjustments to the Purchase Price shall only be made pursuant to the Final Settlement Statement becomes final to be delivered pursuant to Section 13.1. Adjustments to the Purchase Price resulting from Title Defect Exclusions and binding on Title Defect Adjustments and Environmental Defect Adjustments and Environmental Defect Exclusions shall be to either the PartiesCash Consideration or Stock Consideration, pay such difference at the election of Sellers pursuant to Purchaser via wire transfer of immediately available funds Sections 5.4(e) or 6.3(b)(iv), respectively. All other adjustments to an account designated by Purchaserthe Purchase Price made in accordance with this Agreement shall be adjustments to the Cash Consideration.

Adjustments to Purchase Price. The Purchase Price shall be adjusted according to this Section without duplication. For all adjustments known as of Closing, the Purchase Price shall be adjusted at Closing pursuant to a "PRELIMINARY SETTLEMENT STATEMENT" prepared by Seller and provided to Buyer on or before Closing. A draft of the Preliminary Settlement Statement will be prepared by Seller and provided to Buyer two (2) business days prior to Closing. The Preliminary Settlement Statement shall set forth the Purchase Price as adjusted as provided in this Section using the best information available at the Closing Date which amount shall be paid at Closing and is referred to as the "CLOSING AMOUNT." The Closing Amount shall be paid at Closing by wire transfer of immediately available funds in accordance with the wiring instructions set forth in Section 2.1. After Closing, final adjustments to the Purchase Price shall be made pursuant to the Final Settlement Statement to be delivered pursuant to Section 12.1. For the purposes of this Agreement, the term "PROPERTY EXPENSES" shall mean all capital expenses, joint interest billings, lease operating expenses, lease rental and maintenance costx, xxxxx (as defined and apportioned as of the Effective Time pursuant to Article 13), drilling expenses, workover expenses, geological, geophysical and any other exploration or development expenditures chargeable under applicable operating agreements or other agreements consistent with the standards established by the Council of Petroleum Accountant Societies of North America ("COPAS")that are attributable to the maintenance and operation of the Xxxxxs during the period in question. Seller and Buyer agree that the Purchase Price reflects the gas imbalance volumes attributable to the Wells that are set forth on EXHIBIT C. If the Closing Adjustment, as shown actual imbalance volumex xx of the Effective Time are different than those set forth on the Closing Statement, is negativeExhibit C, the Purchase Price will be reduced by an amount equal to the Closing Adjustment. If the Closing Adjustment is positiveadjusted in accordance with Sections 2.3.a.(vi) and 2.3.b.(v), the Purchase Price as applicable and will be increased by an amount equal subject to the Closing Adjustment. Within thirty (30) days adjustment and confirmation in connection with preparation of the date of the Closing, Purchaser shall prepare and deliver to Sellers the Closing Final Settlement Statement. Such Closing Statement will be final and binding on the parties unless the Sellers give notice to the Purchaser of their objection within ten (I 0) days of their receipt. If the Sellers object to the draft Closing Statement delivered by Purchaser, the Parties shall use their reasonable commercial efforts to resolve the dispute within 30 days. If unresolved, the dispute shall be submitted for resolution by any Party to an accounting firm selected by mutual agreement of the Parties, or in the absence of agreement, to MNP, Certified Public Accountants, which will be acting as experts and not as arbitrators. That resolution will be final and binding upon the Parties and shall be reflected in the Closing Statement, which will then be in final form. The Parties shall equally share the fees and expenses of the accounting firm. If the Closing Adjustment is greater (i.e. is more positive or less negative) than the Estimated Adjustment, Purchaser shall, within fifteen (15) days after the Closing Statement becomes final and binding on the Parties, pay such excess to Sellers via wire transfer of immediately available funds to an account designated by Sellers. If the Closing Adjustment is less (i.e. is less positive or more negative) than the Estimated Adjustment, Sellers shall, within fifteen (15) days after the Closing Statement becomes final and binding on the Parties, pay such difference to Purchaser via wire transfer of immediately available funds to an account designated by Purchaser.

Adjustments to Purchase Price. If the Closing Adjustment, as shown on the Closing Statement, is negative, the Purchase Price will be reduced by an amount equal 2.4.1 Just prior to the Closing Adjustment. If Date the Company shall prepare and deliver to Purchaser an estimated Balance Sheet and Profit and Loss Statement (the "Estimated Financial Statements") in accordance with the provisions of this section as of October 31, 1997 (or such other date chosen by the Parties in the event that the Closing Adjustment Date is positivenot November 3, 1997) (the Purchase Price will be increased by an amount equal to the Closing Adjustment"Balance Sheet Date"). Within thirty (30) days after the Closing Date the Parties shall work together, making such personnel and records available as necessary, to complete a balance sheet and income statement for the Company as at the Balance Sheet Date (the "Closing Financial Statements") and to finalize the net worth determination in good faith at their earliest convenience based upon the terms and conditions set forth in this Section 2.4.1, and 2.4.2. The Estimated Financial Statements, the Closing Financial Statements and the calculation of net worth, shall be set forth in a memorandum of understanding prepared and executed by the authorized representative of each of the date Parties (the "Memorandum of the Closing, Purchaser shall prepare and deliver to Sellers the Closing Statement. Such Closing Statement will be final and binding on the parties unless the Sellers give notice to the Purchaser of their objection within ten (I 0Understanding") days of their receiptattached hereto as Schedule 2.4.1. If the Sellers object to determination of net worth reveals that the draft Closing Statement delivered by Purchaser, the Parties shall use their reasonable commercial efforts to resolve the dispute within 30 days. If unresolved, the dispute shall be submitted for resolution by any Party to an accounting firm selected by mutual agreement net worth of the Parties, or in Company as at the absence of agreement, to MNP, Certified Public Accountants, which will be acting Balance Sheet Date as experts and not as arbitrators. That resolution will be final and binding upon the Parties and shall be reflected set forth in the Closing Statement, which will then be Financial Statements (in final form. The Parties shall equally share respect and after the fees and expenses distribution of the accounting firmProfits of the Company as defined in Section 4.4 through the Balance Sheet Date) is either (a) greater than, or (b) less than zero (the "Adjustment Amount"), then the Purchase Price shall be adjusted upward or downward, as the case may be, dollar-for-dollar by the Adjustment Amount and the increase if any shall be paid to Seller or the decrease if any shall be paid to Purchaser by the Escrow Agent within 10 days of the determination of the Adjustment Amount. If the Closing Adjustment is greater (i.e. is more positive amount of adjustment exceeds the Escrow Amount the Purchaser or less negative) than the Estimated Adjustment, Purchaser shall, within fifteen (15) days after Seller as the Closing Statement becomes final and binding on the Parties, case may be shall immediately pay such excess to Sellers via wire transfer of immediately available funds to an account designated by Sellers. If the Closing Adjustment is less (i.e. is less positive or more negative) than the Estimated Adjustment, Sellers shall, within fifteen (15) days after the Closing Statement becomes final and binding on the Parties, pay such any difference to Purchaser via wire transfer of immediately available funds to an account designated by Purchaserthe other party.

Adjustments to Purchase Price. If the Closing Adjustment, The Purchase Price shall be adjusted according to this Section without duplication. For all adjustments known as shown on the Closing Statement, is negativeof Closing, the Purchase Price shall be adjusted at Closing pursuant to a “Preliminary Settlement Statement” approved by Seller and Buyer on or before Closing. A draft of the Preliminary Settlement Statement will be reduced prepared by an amount equal Seller and provided to the Buyer four business days prior to Closing Adjustmentfor Buyer’s comment and review. If the Closing Adjustment is positive, The Preliminary Settlement Statement shall set forth the Purchase Price will be increased by an amount equal to as adjusted as provided in this Section using the best information available at the Closing Adjustment. Within thirty (30) days of the date of the Closing, Purchaser shall prepare and deliver to Sellers the Closing Statement. Such Closing Statement will be final and binding on the parties unless the Sellers give notice to the Purchaser of their objection within ten (I 0) days of their receipt. If the Sellers object to the draft Closing Statement delivered by Purchaser, the Parties shall use their reasonable commercial efforts to resolve the dispute within 30 days. If unresolved, the dispute Date which amount shall be submitted for resolution deposited into the Escrow Account by any Party to an accounting firm selected by mutual agreement of the Parties, or in the absence of agreement, to MNP, Certified Public Accountants, which will be acting as experts and not as arbitrators. That resolution will be final and binding upon the Parties and shall be reflected in the Closing Statement, which will then be in final form. The Parties shall equally share the fees and expenses of the accounting firm. If the Closing Adjustment is greater (i.e. is more positive or less negative) than the Estimated Adjustment, Purchaser shall, within fifteen (15) days after the Closing Statement becomes final and binding on the Parties, pay such excess to Sellers via wire transfer of immediately available funds by Buyer at Closing and is referred to an account designated as the “Closing Amount.” After Closing, final adjustments to the Purchase Price shall be made pursuant to the Final Settlement Statement to be delivered pursuant to Section 12.1. For the purposes of this Agreement, the term “Property Expenses” shall mean all capital expenses, joint interest bxxxxxxx, lease operating expenses, lease rental and maintenance costs, Taxes (as defined and apportioned as of the Effective Time pursuant to Article 13), drilling expenses, workover expenses, geological, geophysical and any other exploration or development expenditures chargeable under applicable operating agreements or other agreements consistent with the standards established by Sellersthe Council of Petroleum Accountant Societies of North America that are attributable to the maintenance and operation of the Assets during the period in question. If At Closing, Buyer shall acquire any and all rights of Seller to obtain a cash contribution from Fossil Creek Land Company (“Fossil”) and Wxxxxxxx Production RMT Company (“Wxxxxxxx”) or any other working interest owner for drilling costs associated with the Closing Adjustment is less Reppo A11-34B and A10-34D wxxxx (i.e. is less positive the “Reppo Wxxxx”) and any and all rights as a co-tenant of Fossil and Wxxxxxxx to recoup Fossil’s and Wxxxxxxx’ share of the Reppo Drilling Costs from proceeds of production attributable to Fossil’s and Wxxxxxxx’ working interests in the Reppo Wxxxx or more negative) than the Estimated Adjustment, Sellers shall, within fifteen (15) days after the Closing Statement becomes final and binding on the Parties, pay such difference to Purchaser via wire transfer of immediately available funds to an account designated by Purchaserdrill sites.

Adjustments to Purchase Price. If At the Closing Adjustment, as shown on the Closing Statement, is negativeClosing, the Purchase Price will shall be reduced by an amount equal adjusted as set forth below in this Section 3(b) to reflect the proration of all items of expense or income directly relating to the Closing Adjustment. If Assets and the operation of the Existing Restaurants as of the Closing Adjustment is positiveDate. Prorated items shall include the following: rent, the Purchase Price will be increased by an amount equal to the Closing Adjustmentreal and personal property taxes, payroll and payroll taxes, insurance premiums, utilities, utilities deposits, security deposits, other prepaid items and other items customarily prorated. Within thirty (30) days of the date of the Closing, Purchaser shall prepare and deliver to Sellers the Closing Statement. Such Closing Statement will be final and binding on the parties unless the Sellers give notice to the Purchaser of their objection within ten (I 0) days of their receipt. If the Sellers object to the draft Closing Statement delivered by Purchaser, the Parties shall use their reasonable commercial efforts to resolve the dispute within 30 days. If unresolved, the dispute The net adjustments shall be submitted for resolution by any Party to an accounting firm selected by mutual agreement of the Partiesmade in immediately available funds on a dollar-for-dollar basis, or in the absence of agreement, to MNP, Certified Public Accountants, which will be acting as experts and not as arbitrators. That resolution will be final and binding upon the Parties and shall be reflected in added to or subtracted from the Purchase Price, as applicable. Any prorations not determinable as of the Closing Statement, which will then Date shall be in final form. The Parties shall equally share prorated on the fees and expenses basis of the accounting firm. If most current information available at Closing; provided, however, Seller and Buyer agree that, upon presentation, on or before the Closing Adjustment is greater date that occurs one hundred twenty (i.e. is more positive or less negative) than the Estimated Adjustment, Purchaser shall, within fifteen (15120) days after the Closing Statement becomes final and binding Date or confirmation of (i) overpayment or underpayment based on such estimate, or (ii) a determination of the Partiesamount of any proration that cannot be determined as of the Closing Date, pay the party that has received the benefit of such excess overpayment, underpayment or failure to Sellers via wire transfer of determine a proration will reimburse the other party in immediately available funds to an account designated by Sellersas soon as possible after receipt of such confirmation. If To the Closing Adjustment is less (i.e. is less positive or more negative) than extent any of the Estimated AdjustmentExisting Restaurants are operated under leases that provide for payment of rent based on a percentage of annual gross sales of such restaurant, Sellers shall, within fifteen (15) days after such rent shall be calculated in accordance with the Closing Statement becomes final terms of the underlying lease and binding Buyer and Seller shall each be responsible for their respective pro rata share of such percentage rent amount based on the Parties, pay amount of gross sales occurring during their respective period of ownership. Such adjustment shall take place on the date such difference payments are due under such underlying lease. Seller shall make such payments due to Purchaser via wire transfer landlord and Buyer shall reimburse Seller for Buyer's share of immediately available funds such payments on receipt of invoice for such amounts due to an account designated by PurchaserSeller.

Adjustments to Purchase Price. If the Closing Adjustment, as shown on the Closing Statement, is negative, the Purchase Price will be reduced by an amount equal to the Closing Adjustment. If the Closing Adjustment is positive, the Purchase Price will be increased by an amount equal to the Closing Adjustment. Within thirty (30) days of the date of Promptly following the Closing, Purchaser and Seller shall prepare and deliver to Sellers jointly determine the net value of the Assets as at the Closing StatementDate by subtracting the total cost of all Assumed Obligations (as defined in Section 2.5) from the total value of the Assets, and the amount of the Purchase Price to be paid pursuant to Section 2.3(b) above shall be either (i) reduced on a dollar-for-dollar basis to the extent that the net value of the Assets on the Closing Date is less than One Million Four Hundred Seventy-Five Thousand Dollars ($1,475,000), or (ii) increased on a dollar-for-dollar basis to the extent that the net value of the Assets on the Closing Date is more than One Million Four Hundred Seventy-Five Thousand Dollars ($1,475,000). Such For the purposes of this determination, the parties shall take a physical inventory of all tangible assets being sold pursuant to this Agreement at or immediately prior to the Closing. Inventory shall be valued at its cost on the books of the Seller at the time of the Closing Statement will as may be verified by inspection of vendor invoices. The value of the Accounts Receivable shall be the total amount of said Accounts Receivable actually collected by Purchaser during the ninety (90) day period following the Closing. The Assumed Obligations shall be valued as set forth in the books of account of Seller immediately prior to the Closing. In the event Purchaser and Seller are unable to mutually agree upon the net value of the Assets, either party may submit the dispute to final and binding on arbitration under the parties unless rules of the Sellers give notice to American Arbitration Association using a single arbitrator, with the Purchaser of their objection within ten (I 0) days of their receiptarbitration taking place in Houston, Texas. If the Sellers object net value of the Assets determined pursuant to this paragraph results in an adjustment to the draft Closing Statement delivered by PurchaserPurchase Price, the Parties Seller shall use their reasonable commercial efforts to resolve the dispute within 30 days. If unresolved, the dispute shall be submitted for resolution by any Party to an accounting firm selected by mutual agreement of the Parties, or in the absence of agreement, to MNP, Certified Public Accountants, which will be acting as experts and not as arbitrators. That resolution will be final and binding upon the Parties and shall be reflected in the Closing Statement, which will then be in final form. The Parties shall equally share the fees and expenses of the accounting firm. If the Closing Adjustment is greater (i.e. is more positive or less negative) than the Estimated Adjustment, Purchaser shall, within fifteen (15) days after the Closing Statement becomes final and binding on the Parties, pay such excess to Sellers via wire transfer of immediately available funds to an account designated by Sellers. If the Closing Adjustment is less (i.e. is less positive or more negative) than the Estimated Adjustment, Sellers shall, within fifteen (15) days after the Closing Statement becomes final and binding on the Parties, pay such difference promptly surrender to Purchaser via wire transfer of immediately available funds the Note provided for in Section 2.3 above and the Purchaser shall contemporaneously therewith deliver to Seller a substitute Note in an account designated by Purchaseramount reflecting any post-Closing adjustment required pursuant to this Section 2.4.

Adjustments to Purchase Price. If (a) Estimated Working Capital Statement. Not later than five (5) ----------------------------------- Business Days before the Closing AdjustmentDate, as shown on the Closing Statement, is negative, the Purchase Price will be reduced by an amount equal to the Closing Adjustment. If the Closing Adjustment is positive, the Purchase Price will be increased by an amount equal to the Closing Adjustment. Within thirty (30) days of the date of the Closing, Purchaser Sellers shall prepare and deliver to Sellers Purchaser a working capital statement of the Newspapers (the "Estimated Working Capital Statement") based upon the books and records of the Newspapers as of the last day of the last month preceding the Closing StatementDate for which Sellers' books and records have been closed at the time of the Closing (the "Estimate Date"). Such Closing Subject to the provisions of Section 3.4(d), (e) and (f), and the last sentence of this Section 3.4(a), the Estimated Working Capital Statement will shall be final prepared in accordance with generally accepted accounting principles, but shall exclude therefrom all Excluded Assets and binding all Excluded Liabilities, as herein defined, and shall further exclude such other items, if any, described in Section 3.4(a) of the Disclosure Schedule as being excluded items, and shall, subject to the exclusion of the Excluded Assets, the Excluded Liabilities, and such other items described in Section 3.4(a) of the Disclosure Schedule as being excluded items, fairly present the current assets and current liabilities of the Newspapers (as herein defined) as of the Estimate Date. In the event that the amount of the total current assets exceeds the amount of the total current liabilities of the Newspapers, as set forth on the parties unless Estimated Working Capital Statement, then the Sellers give notice to the Purchaser of their objection within ten (I 0) days of their receipt. If the Sellers object to the draft Closing Statement delivered by Purchaser, the Parties shall use their reasonable commercial efforts to resolve the dispute within 30 days. If unresolved, the dispute Purchase Price shall be submitted for resolution adjusted, i.e. increased by any Party to an accounting firm selected by mutual agreement the amount of such excess (the "Estimated Working Capital Excess"). In the event that the amount of the Partiestotal current liabilities exceeds the amount of the total current assets of the Newspapers as set forth on the Estimated Working Capital Statement, or in then the absence Purchase Price shall be adjusted, i.e. decreased by the amount of agreement, such excess (the "Estimated Working Capital Deficiency"). The categories of items to MNP, Certified Public Accountants, which will be acting as experts and not as arbitrators. That resolution will be final and binding upon the Parties and shall be reflected in the Closing Statement, which will then be calculation of current assets and current liabilities on the Estimated Working Capital Statement and Final Working Capital Statement (as hereinafter defined) are as set forth by way of example only in final form. The Parties shall equally share the fees and expenses Section 3.4(a) of the accounting firm. If the Closing Adjustment is greater (i.e. is more positive or less negative) than the Estimated Adjustment, Purchaser shall, within fifteen (15) days after the Closing Statement becomes final and binding on the Parties, pay such excess to Sellers via wire transfer of immediately available funds to an account designated by Sellers. If the Closing Adjustment is less (i.e. is less positive or more negative) than the Estimated Adjustment, Sellers shall, within fifteen (15) days after the Closing Statement becomes final and binding on the Parties, pay such difference to Purchaser via wire transfer of immediately available funds to an account designated by PurchaserDisclosure Schedule.

Adjustments to Purchase Price. If The Purchase Price shall be subject to possible adjustments (the Closing Adjustment"Purchase Price Adjustments"), which are described in, and the respective amounts of which shall be determined in accordance with the terms and provisions of, SCHEDULE 2.3 hereof, which terms and provisions have been agreed upon by the parties hereto, and by this reference, are incorporated herein and made an integral part of this Agreement. Buyer shall arrange for KPMG Peat Marwick LLP, independent certified public accountants ("Peat Marwick"), to determine such Purchase Price Adjustments, to the extent necessary, as shown on the Closing Statement, is negative, provided in SCHEDULE 2.3 hereto. Any increase or reduction in the Purchase Price will as a result of any Purchase Price Adjustment shall be effectuated in the manner set forth in SCHEDULE 2.3 and shall be allocated among the Sellers in accordance with the respective Proportionate Share of each Seller as set forth on SCHEDULE 2.1. Notwithstanding the foregoing, immediately prior to Closing, the parties shall prepare an estimate of Closing Date Indebtedness (as that term is defined in SCHEDULE 2.3). If the estimate of the Closing Date Indebtedness is less than $8,200,000, then, the Closing Date Cash Payment shall be increased by the difference between $8,200,000 and such estimate. If, on the other hand, the estimate of Closing Date Indebtedness exceeds $8,200,000, then, the Closing Date Cash Payment shall be reduced by an the amount equal of such excess. Any such adjustment to the Closing Adjustment. If Date Cash Payment (which also shall constitute an adjustment to the Purchase Price) shall be documented in a written instrument executed and delivered by the parties at Closing concurrently with the payment of the Closing Adjustment is positiveDate Cash Payment, as so adjusted, and shall be taken into account when Closing Purchase Price Adjustments are determined and effectuated pursuant to SCHEDULE 2.3 so that the Purchase Price will be increased by an amount equal to is not adjusted more than once for the Closing Adjustment. Within thirty (30) days of the date of the Closing, Purchaser shall prepare and deliver to Sellers the Closing Statement. Such Closing Statement will be final and binding on the parties unless the Sellers give notice to the Purchaser of their objection within ten (I 0) days of their receipt. If the Sellers object to the draft Closing Statement delivered by Purchaser, the Parties shall use their reasonable commercial efforts to resolve the dispute within 30 days. If unresolved, the dispute shall be submitted for resolution by any Party to an accounting firm selected by mutual agreement of the Parties, or in the absence of agreement, to MNP, Certified Public Accountants, which will be acting as experts and not as arbitrators. That resolution will be final and binding upon the Parties and shall be reflected in the Closing Statement, which will then be in final form. The Parties shall equally share the fees and expenses of the accounting firm. If the Closing Adjustment is greater (i.e. is more positive or less negative) than the Estimated Adjustment, Purchaser shall, within fifteen (15) days after the Closing Statement becomes final and binding on the Parties, pay such excess to Sellers via wire transfer of immediately available funds to an account designated by Sellers. If the Closing Adjustment is less (i.e. is less positive or more negative) than the Estimated Adjustment, Sellers shall, within fifteen (15) days after the Closing Statement becomes final and binding on the Parties, pay such difference to Purchaser via wire transfer of immediately available funds to an account designated by Purchasersame item.