BUYER; AND
(V)
THE PROGRAMMING LICENSE AGREEMENT, DULY
EXECUTED BY BUYER.
2.5
PURCHASE PRICE ADJUSTMENT.
(A)
DELIVERY OF BALANCE SHEET.
ON THE CLOSING DATE,
THE SELLER SHALL DELIVER TO THE BUYER THE MARCH BALANCE SHEET SETTING FORTH THE
ASSETS AND LIABILITIES OF THE GOLD BUSINESS AND THE STOCKHOLDERS EQUITY OF THE
GOLD BUSINESS AS OF MARCH 31, 2007 (THE "ESTIMATED STOCKHOLDERS EQUITY").
(B)
POST-CLOSING BALANCE SHEET.
WITHIN NINETY (90)
CALENDAR DAYS AFTER THE CLOSING DATE, THE BUYER SHALL PREPARE AND DELIVER TO THE
SELLER A STATEMENT (THE "POST CLOSING STATEMENT") SETTING FORTH ITS CALCULATION
OF THE STOCKHOLDERS EQUITY AS OF THE CLOSE OF BUSINESS ON THE CLOSING DATE (THE
"FINAL STOCKHOLDERS EQUITY") PREPARED IN ACCORDANCE WITH THE PAST PRACTICES OF
THE SELLER IN THE ORDINARY COURSE OF BUSINESS.
(C)
DISPUTES.
DURING THE THIRTY-(30)-CALENDAR-DAY
PERIOD FOLLOWING RECEIPT OF THE POST-CLOSING STATEMENT, THE SELLER SHALL BE
PERMITTED TO REVIEW THE BOOKS, RECORDS, WORKING PAPERS AND ALL OTHER INFORMATION
AND MATERIALS REASONABLY RELATED TO THE POST-CLOSING STATEMENT, AND THE BUYER
SHALL COOPERATE WITH THE SELLER TO PROVIDE IT WITH REASONABLE ACCESS TO
FACILITIES AND PERSONNEL (INCLUDING THOSE RESPONSIBLE FOR THE PREPARATION OF THE
POST-CLOSING STATEMENT) AND ANY OTHER INFORMATION USED IN PREPARING THE
POST-CLOSING STATEMENT REASONABLY REQUESTED BY THEM.
THE
10
POST-CLOSING STATEMENT SHALL BECOME FINAL AND BINDING ON THE THIRTIETH (30TH)
CALENDAR DAY FOLLOWING THE SELLER'S RECEIPT THEREOF, PROVIDED THE BUYER HAS
REASONABLY COOPERATED AS PROVIDED ABOVE, UNLESS THE SELLER GIVES WRITTEN NOTICE
OF ITS DISAGREEMENT WITH THE POST-CLOSING STATEMENT (A "NOTICE OF DISAGREEMENT")
TO THE BUYER ON OR PRIOR TO SUCH DATE.
ANY NOTICE OF DISAGREEMENT SHALL SPECIFY
THE NATURE OF ANY DISAGREEMENT SO ASSERTED.
IF A NOTICE OF DISAGREEMENT IS
RECEIVED BY THE BUYER IN A TIMELY MANNER, THEN THE POST-CLOSING STATEMENT (AS
REVISED IN ACCORDANCE WITH THIS SENTENCE) SHALL BECOME FINAL AND BINDING ON THE
EARLIER OF (I) THE DATE ON WHICH THE BUYER AND THE SELLER RESOLVE IN WRITING ANY
DIFFERENCES THEY HAVE WITH RESPECT TO THE MATTERS SPECIFIED IN THE NOTICE OF
DISAGREEMENT OR (II) THE DATE ON WHICH ANY DISPUTED MATTERS ARE FINALLY RESOLVED
IN WRITING BY THE PARTIES (THE EARLIER OF SUCH DATES THE "DETERMINATION DATE").
DURING THE FIFTEEN-(15)-CALENDAR-DAY PERIOD FOLLOWING THE DELIVERY OF A NOTICE
OF DISAGREEMENT, THE BUYER AND THE SELLER SHALL SEEK IN GOOD FAITH TO RESOLVE IN
WRITING ANY DIFFERENCES THAT THEY MAY HAVE WITH RESPECT TO THE MATTERS SPECIFIED
IN THE NOTICE OF DISAGREEMENT.
IF SUCH DISPUTE HAS NOT BEEN RESOLVED BY THE END
OF SUCH FIFTEEN- (15)-CALENDAR-DAY PERIOD, THE BUYER AND THE SELLER SHALL
ESCALATE THE DISPUTE TO THEIR RESPECTIVE CHIEF FINANCIAL OFFICERS OR SIMILAR
LEVEL EXECUTIVES WHO SHALL CONSIDER THE DISPUTE IN A MUTUALLY AGREEABLE LOCATION
AND SHALL ATTEMPT IN GOOD FAITH TO RESOLVE THE DISPUTE.
IF SUCH OFFICERS ARE
UNABLE TO RESOLVE SUCH DISPUTE WITHIN TEN (10) CALENDAR DAYS, THE BUYER AND THE
SELLER SHALL SUBMIT FOR ARBITRATION ANY AND ALL MATTERS THAT REMAIN IN DISPUTE
AND WERE PROPERLY INCLUDED IN THE NOTICE OF DISAGREEMENT.
(D)