Within 90 days after the Closing Date, Parent shall prepare and deliver to Stockholder Representative a statement setting forth its calculation of Closing Working Capital, which statement shall contain a balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Closing Working Capital (the “Closing Working Capital Statement”) and a certificate of the Chief Financial Officer of Parent that the Closing Working Capital Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Audited Financial Statements for the most recent fiscal year end as if such Closing Working Capital Statement was being prepared and audited as of a fiscal year end.

If the Post-Closing Adjustment is a negative number, Seller and Buyer shall, within five Business Days after the Determination Date, jointly instruct the Escrow Agent to disburse from the Adjustment Escrow Fund, by wire transfer of immediately available funds, # the Post-Closing Adjustment (up to the amount in the Adjustment Escrow Fund) to Buyer, and # the remainder, if any, of the Adjustment Escrow Fund after the disbursement of the Post-Closing Adjustment pursuant to the [foregoing clause (A)] to Seller (for further distribution to Seller Stockholders in accordance with their Pro Rata Shares); provided, that if the absolute value of the Post-Closing Adjustment is greater than the amount in the Adjustment Escrow Fund, Buyer shall be entitled to recover such shortfall, at Buyer’s election, from the Indemnity Escrow Fund, or directly from Seller or Seller Stockholders in accordance with their Pro Rata Shares.

The Purchase Price shall be:

Within 120 days after the Closing Date, Buyer shall prepare and deliver to Seller Stockholder Representative a statement (the “Closing Statement”) setting forth its calculation of # Closing Net Working Capital, # Closing Cash, # Closing Indebtedness, # Closing Transaction Expenses and # the Tax Liability Amount and reasonable support therefor.

Within ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement setting forth its good faith calculation of the Post-Closing Adjustment and Closing Working Capital (the “Closing Working Capital Statement”).

Within 30 days after the Closing Date, Affiliated shall prepare and deliver to Parent # a statement setting forth its calculation of Closing Working Capital, which statement shall be substantially in the form of [Section 2.06(a)(i)] of the Disclosure Schedules (the “Closing Working Capital Statement”), and # a certificate of the [[Organization A:Organization]] of Affiliated that the Closing Working Capital Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Sellers’ audited financial statements for the most recent fiscal year end.

The “Final Closing Payment” shall be an amount equal to # $15,000,000; plus # the Closing Cash as finally determined pursuant to Section 1.4, minus # the Company’s Indebtedness Amount as finally determined pursuant to Section 1.4; minus # the Company Transaction Expenses as finally determined pursuant to Section 1.4; plus # the amount (if any) by which Closing Working Capital as finally determined pursuant to Section 1.6 exceeds Target Working Capital; minus # the amount (if any) by which Target Working Capital exceeds Closing Working Capital as finally determined pursuant to Section 1.4 minus # the Holdback Amount minus # the Sellers Expense Amount. The “Adjustment Amount” shall be an amount (which may be expressed as a positive or negative number) equal to the Final Closing Payment minus the Estimated Closing Payment.

Following the Closing, the Purchaser and the Company shall compile an updated inventory of all of the Product Inventory consistent with past practice as of the close of business on the Closing Date to take into account any changes in the Product Inventory between the date of the physical inventory conducted pursuant to [Section 6.11] and the Closing Date (the “Closing Date Product Inventory”), which such Closing Date Product Inventory, for the avoidance of doubt, may be based upon the Company’s books and records rather than a physical counting and will be calculated in accordance with the Sample Statement. Within thirty (30) days after the Closing Date, the Purchaser will prepare and deliver (or cause to be prepared and delivered) to the Seller a copy of the Closing Date Product Inventory, which shall set forth the quantity and value of the Closing Date Product Inventory by location and by Product (the “Closing Inventory Statement”). The value of the Closing Date Product Inventory shall be calculated in accordance with the methodology set forth on [Schedule 6.11]. Such value, less the accounts payable and other Indebtedness related to the Closing Date Product Inventory, is referred to as the “Closing Inventory Amount”.

Payments of Post-Closing Adjustment. Except as otherwise provided herein, any payment of the Post-Closing Adjustment shall # be due within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement, or, if there are Disputed Amounts, then within five (5) Business Days of the resolution described in [clause (iii) above]; and # be paid by wire transfer of immediately available funds to such account as is directed by Buyer or Seller, as the case may be.

Within 90 days after the Closing Date, Sinclair will prepare and deliver to Emmis a written statement (the “Preliminary Closing Statement”) setting forth Sinclair’s good-faith determination of # the amount of Net Working Capital, # the Final Consideration, and # the Excess Amount or the Shortfall Amount, as applicable, which statement will include materials that show, in reasonable detail, Sinclair’s support and computations for the amounts included in the Preliminary Closing Statement. The Preliminary Closing Statement will be binding upon the Parties and such Preliminary Closing Statement will be the “Final Closing Statement,” unless Emmis gives written notice of its disagreement to Sinclair in accordance with [Section 8.6(b)].