Common use of Adjustments and Prorations Clause in Contracts

Adjustments and Prorations. 10.1 All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to the operation of the Property (but not including insurance premiums) shall be prorated to the Date of Closing, except that if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon, E.S.T., on the Date of Closing, all prorations shall be made as of the following business day. If the amount of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer shall be responsible for the payment of any assessments or notice of assessments made after the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect to security deposits, if any, made by tenants at the Property and actually received in hand by Seller, Buyer shall receive credit therefor. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this Section 10.1 shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the owner of the Property, as landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned by Seller, if any, at no additional cost to Buyer.

Adjustments and Prorations. 10.1 The Purchase Price shall be decreased by the product of 17.37 times the amount, if any, by which Broadcast Cash Flow (as defined in Section 7.1(G)) of the Stations for the period of twelve consecutive calendar months ending immediately prior to the Closing Date is less than $1,900,000. The Purchase Price shall be increased or decreased as required to effectuate the proration of revenues and expenses as provided in this Section 2.4. All taxesrevenues arising from the Stations up until midnight on the day prior to the Closing Date, includingand all expenses arising from the Stations up until midnight on the day prior to the Closing Date, without limitationincluding business and license fees (including any retroactive adjustments thereof), utility charges, real estate taxes and personal property taxestaxes and assessments levied against the Assets, collected rentsaccrued employee benefits such as vacation time (but excluding sick leave, charges which shall not be prorated) for utilitiesany employee of any of the Stations who becomes an employee of Buyer on the Closing Date, including waterproperty and equipment rentals, sewerapplicable copyright or other fees, sales and service charges, taxes (except for taxes arising from the transfer of the Assets hereunder), and fuel oilsimilar prepaid and deferred items, shall be prorated between Buyer and for utility services, maintenance services, maintenance and service contracts, Seller in accordance with the principle that Seller shall receive all operating costs and expensesrevenues, and all other income, costsrefunds to Seller and deposits of Seller held by third parties, and charges of every kind which in any manner relate to the operation of the Property (but not including insurance premiums) shall be prorated to the Date of Closing, except that if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon, E.S.T., on the Date of Closing, all prorations shall be made as of the following business day. If the amount of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer shall be responsible for all expenses, costs and liabilities allocable in accordance with generally accepted accounting principles to the payment conduct of the business or operations of the Stations for the period prior to the Closing Date, and Buyer shall receive all revenues and shall be responsible for all expenses, costs and obligations allocable in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations on the Closing Date and for the period thereafter. Buyer shall receive credit to the extent the value (as calculated in Seller's financial statements consistent with past practice) of any assessments and all advertising time to be run following the Closing for which trade or notice of assessments barter consideration has been received by the Seller prior to the Closing exceeds Eighty Thousand Dollars ($80,000.00). A. Any adjustments or prorations will, insofar as feasible, be determined and paid on the Closing Date, with final settlement and payment being made in accordance with the procedures set forth in Section 2.4B. B. Within sixty (60) days after the date Closing Date, Buyer shall deliver to Seller a certificate (the "Closing Certificate"), signed by Buyer, providing a compilation of execution hereof for the adjustments and prorations to be made pursuant to this Section 2.4, together with such supporting evidence as Seller may reasonably request. If Seller shall conclude that the Closing Certificate does not accurately reflect the adjustments and prorations to be made pursuant to this Section 2.4, Seller shall, within thirty (30) days after its receipt of the Closing Certificate, provide to Buyer its written statement of any discrepancies believed to exist. If Seller notifies Buyer of its acceptance of Buyer's calculation of the Purchase Price or if Seller fails to deliver its statement of discrepancies within the 30-day period specified in the preceding sentence, Buyer's determination of the Purchase Price shall be conclusive and binding on the parties as of the last day of the 30-day period. Seller and Buyer shall attempt jointly to resolve the discrepancies within fifteen (15) days after receipt of Seller's discrepancy statement, which resolution, if achieved, shall be binding upon all parties to this Agreement and not subject to dispute or review. If the parties cannot resolve the discrepancy to their mutual satisfaction within such fifteen (15) day period, Buyer or Seller may elect that the parties, jointly designate a regional or local branch of a nationally known independent public improvementaccounting firm to be retained to review the Closing Certificate together with Seller's discrepancy statement and any other relevant documents. The cost of retaining such independent public accounting firm shall be borne equally by Buyer and Seller. Such firm shall report its conclusions as to adjustments pursuant to this Section 2.4, provided Buyer takes title hereunderwhich report shall be conclusive on both parties to this Agreement and not subject to dispute or review. With If, after adjustment as appropriate with respect to security deposits, if any, made by tenants the amount of the aforesaid adjustments paid or credited at the Property and actually received in hand by Closing, Buyer is determined to owe an amount to Seller, Buyer shall receive credit therefor. Any deposits on utilities paid by Seller shall be returned pay such amount to Seller. The foregoing provisions of this Section 10.1 shall not apply , and if Seller is determined to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants owe an amount to the owner of the Property, as landlord, under their leases. On the Date of ClosingBuyer, Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned by Seller, if any, at no additional cost pay such amount thereof to Buyer, in each case within ten (10) days of such determination, but subject to Section 6.10.

Adjustments and Prorations. 10.1 (a) All taxesrevenues arising from the operation of any Station earned or accrued up until 11:59 p.m. on the day prior to the Closing Date, includingand all operating expenses arising therefrom incurred, without limitationaccrued or payable up until such time, including operating expenses arising under the Assumed Contracts, tower rentals, business and license fees, utility charges, real estate taxes and personal property taxes levied against the Assets, property and equipment rentals, applicable copyright or other fees, sales and service charges, other taxes, collected rentswages, charges for utilitiessalaries, including water, sewervacation, and fuel oil, sick and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to the operation of the Property (but not including insurance premiums) employee compensation pay shall be prorated between Buyer and Seller in accordance with the principle that, subject to the Date of Closing, except that if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon, E.S.T., on the Date of Closing, all prorations shall be made as terms of the following business day. If the amount LMA (hereinafter defined), (i) Seller shall receive all revenues, refunds and deposits of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced Seller held by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the third parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer and shall be responsible for all operating expenses incurred, payable or allocable to the payment conduct of the business and operations of any assessments or notice of assessments made after Station for the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect period ending at 11:59 p.m. on the day prior to security deposits, if any, made by tenants at the Property Closing Date and actually received in hand by Seller, (ii) Buyer shall receive all revenues earned or accrued and shall be responsible for all operating expenses incurred, payable or allocable to the conduct of the business and operations of any Station for the period commencing on and continuing after the Closing Date. An adjustment of the Purchase Price and proration shall be made in favor of Buyer to the extent that Buyer assumes any liability under any Assumed Contract to refund (or to credit thereforagainst payments otherwise due) any security deposit or similar prepayment paid to Seller by any lessee or other third party which is not otherwise credited to Buyer. Any deposits on utilities paid by Subject to Buyer's receipt of appropriate estoppel certificates, an adjustment of the Purchase Price and proration shall be made in favor of Seller to the extent that Seller has made (A) any security deposit under any Assumed Contract whether or not there is a proration under such Assumed Contract or (B) other prepayment under any Assumed Contract for which there is a proration, to the extent Buyer receives the post-Closing benefits associated with such prepayment. Subject to the terms of the LMA, Seller shall be returned liable for all the costs of employee compensation relating to Seller. The foregoing provisions a Station properly attributable to or accruable on account of this Section 10.1 shall not apply service with the Seller through 11:59 p.m. on the date prior to any taxesthe Closing Date, assessmentsincluding (1) all taxes and related contributions, vacations and sick pay and (2) all group medical, dental or death benefits for expenses incurred, related to or arising from events occurring on or prior to 11:59 p.m. on the date prior to the Closing Date, or other payments which are directly payable by tenants under their leases death or reimbursable by such tenants disability occurring on or prior to 11:59 p.m. on the date prior to the owner Closing Date, whether reported by the Closing Date or thereafter. Subject to the terms of the PropertyLMA, as landlordBuyer will be liable for all of the costs of employee compensation (including the types of costs referred to in clauses (1) and (2) above) relating to a Station, under their leases. On the Date properly attributable or accruable thereafter on account of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned by Seller, if any, at no additional cost to service with Buyer.

Adjustments and Prorations. 10.1 All taxes(a) The Base Purchase Price shall be adjusted such that all revenues, includingexpenses and other Liabilities arising from the Systems up until 12:01 a.m. on the Closing Date, without limitationincluding subscriber and advertising revenues, franchise fees, pole and other rental charges payable with respect to cable television service, utility charges, real estate taxes and personal property taxestaxes and assessments levied against the Purchased Assets, collected rentsproperty and equipment rentals, charges applicable copyright or other fees, sales and service charges, taxes (except for utilities, including water, sewertaxes arising from the transfer of the Purchased Assets hereunder which are covered by Section 11.1(b)), and fuel oilsimilar prepaid and deferred items, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to the operation of the Property (but not including insurance premiums) shall be prorated to between Purchaser and Seller in accordance with the Date of Closing, except principle that if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon, E.S.T., on the Date of Closing, all prorations shall be made as of the following business day. If the amount of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer shall be responsible for all expenses, costs and Liabilities and entitled to all revenues allocable to the payment conduct of the Business for the period prior to the Closing Date, and Purchaser shall be responsible for all expenses, costs and obligations and entitled to all revenues allocable to the conduct of the Business on the Closing Date and for the period thereafter, all of which shall be determined in accordance with GAAP. (b) At Closing, the Base Purchase Price shall be increased by an amount equal to (a) 100% of the face amount of all customer Accounts Receivable that are outstanding on the Closing Date and have been outstanding for 30 or less from the first day of the period to which any outstanding xxxx relates, (b) 95% of the face amount of all customer Accounts Receivable that are outstanding on the Closing Date and have been outstanding more than 30 days but less than 60 days from the first day of the period to which any outstanding xxxx relates, (c) 0% for all customer Accounts Receivable that are outstanding on the Closing Date and have been outstanding more than 60 days from the first day of the period to which any outstanding xxxx relates, and (d) 100% of the face amount of all Accounts Receivable related to advertising services and time provided by Seller prior to Closing. (c) At Closing, the Base Purchase Price shall be increased by an amount equal to 100% of the face amount of all payments and sums deposited or advanced by Seller to a landlord, utility, Governmental Body or any other party as a security deposit or in exchange for initiation of a service and which will inure to the benefit of Purchaser. (d) At Closing, the Base Purchase Price shall be reduced by an amount equal to (i) any customer advance payments (i.e., customer payments received by Seller prior to the Closing but relating to service to be provided by Purchaser after the Closing) and deposits (including any interest owing thereon), (ii) except as set forth in Section 3.4(c), above, any other advance payments (e.g., advertising payments received by Seller prior to the Closing but relating to service to be provided by Purchaser after the Closing) and (iii) all accrued expenses and trade accounts payable to the extent arising out of the operations of the Business prior to the Closing that are outstanding as of 12:01 a.m. on the Closing Date, provided that such Liabilities are assumed by Purchaser. (e) At least five (5) Business Days prior to the Closing Date, Seller will deliver to Purchaser a report with respect to the Systems (the “Preliminary Report”), showing in detail the preliminary estimate of the adjustments referred to in Section 3.4(a)-(e) (the “Purchase Price Adjustments”), calculated in accordance with such Section as of the Closing Date (or as of any assessments other date(s) agreed to by the parties), together with any documents substantiating the determination of the Purchase Price Adjustments proposed in the Preliminary Report. The Preliminary Report will include a Schedule setting forth advance payments and deposits made to or notice by Seller, as well as Accounts Receivable information relating to the Systems (showing sums due and their respective aging as of assessments made after the date Closing Date). The estimated Purchase Price Adjustments shown in the Preliminary Report will be reflected as adjustments to the Base Purchase Price payable at the Closing pursuant to Section 3.4. In the event Purchaser objects to the Seller’s calculation of execution hereof for any public improvementPurchase Price Adjustment as set forth in the Preliminary Report, provided Buyer takes title hereunderPurchaser shall deliver to the Seller at least two (2) Business Days prior to the Closing a written statement in reasonable detail describing any discrepancies believed to exist (“Purchaser Objection Notice”). Purchaser and Seller shall use their commercially reasonable efforts to resolve any of Purchaser’s objections to the Preliminary Report as described in Purchaser’s Objection Notice, and Seller shall make such revisions to the Preliminary Report as mutually agreed between Seller and Purchaser, and, if any changes are made, shall deliver a copy of such revised Preliminary Report to Purchaser no later than one (1) Business Day prior to the Closing. With respect to security depositsany of Purchaser’s objections that are not resolved before the Closing Date, the parties shall proceed as follows: (i) if anythe aggregate amount of Purchaser’s unresolved objections is $100,000 or less, made by tenants at the Property Closing shall proceed with Seller’s estimate of such disputed amounts, and actually received in hand by (ii) if the aggregate of Purchaser’s unresolved objections are greater than $100,000, then the mid-point between the aggregate of Purchaser’s unresolved objections and Seller, Buyer shall receive credit therefor. Any deposits on utilities paid by Seller ’s estimate of such disputed amounts shall be returned used for purposes of proceeding to SellerClosing. The foregoing provisions amount used pursuant to subclause (i) or (ii) of this Section 10.1 3.4(e) shall not apply be referred to any taxesas the “Estimated Adjustments Amount.” (f) Within sixty (60) days after the Closing Date, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the owner of the Property, as landlord, under their leases. On the Date of Closing, Seller Purchaser shall deliver to Buyer Seller a report with respect to the Systems (the “Final Report”), showing in detail its determination of the Purchase Price Adjustments, together with any documents substantiating its calculation of the adjustments proposed in the Final Report. If Seller shall conclude that the Final Report does not accurately reflect the adjustments and prorations to be made to the Purchase Price in accordance with this Section 3.4, Seller shall, within thirty (30) days after its receipt of the Final Report, provide to Purchaser a written statement in reasonable detail describing any discrepancies believed to exist. Purchaser and Seller shall use good faith efforts to jointly resolve the discrepancies within fifteen (15) days of Purchaser’s receipt of Seller’s written statement of discrepancies, which resolution, if achieved, shall be binding upon all inventories parties to this Agreement and not subject to dispute or judicial review. If Purchaser and Seller cannot resolve the discrepancies to their mutual satisfaction within such 15-day period, Purchaser and Seller shall, within the following ten (10) days, shall jointly designate a nationally recognized independent accounting firm which is mutually agreeable to, and independent of supplies each of, the parties (the “Independent Accountants”) to review the Final Report together with Seller’s discrepancy statement and any other relevant documents. The Independent Accountants shall report their conclusions as to adjustments pursuant to this Section 3.4 which shall be conclusive on hand all parties to this Agreement and not subject to dispute or judicial review absent clerical errors or fraud. If, after adjustment as appropriate with respect to the amount of the aforesaid adjustments paid or credited at the Property owned by Closing, Purchaser or Seller is determined to owe an amount to the other, the appropriate party shall pay such amount thereof to the other, within three (3) Business Days after receipt of such determination. The cost of retaining the Independent Accountants shall be split equally between Purchaser and Seller, if any, at no additional cost to Buyer.

Adjustments and Prorations. 10.1 All taxesrevenues arising from the Stations up until midnight on the day prior to the TBA Date, includingand all expenses arising from the Stations up until midnight on the day prior to the TBA Date, without limitationincluding business and license fees (including any retroactive adjustments thereof), utility charges, real estate taxes and personal property taxestaxes and assessments levied against the Assets, collected rentsaccrued employee benefits such as vacation time and sick time, charges property and equipment rentals, applicable copyright or other fees, sales and service charges, taxes (except for utilities, including water, sewertaxes arising from the transfer of the Assets hereunder), and fuel oilsimilar prepaid and deferred items, shall be prorated between Buyer and for utility services, maintenance services, maintenance and service contracts, Seller in accordance with the principle that Seller shall receive all operating costs and expensesrevenues, and all other income, costsrefunds to Seller and deposits of Seller held by third parties, and charges of every kind which in any manner relate shall be responsible for all expenses, costs and liabilities allocable to the operation conduct of the Property (but not including insurance premiums) business or operations of the Stations for the period prior to the TBA Date, and Buyer shall receive all revenues and shall be prorated responsible for all expenses, costs and obligations allocable to the Date conduct of Closing, except that if Seller does not receive the Purchase Price (by receipt business or operations of wired funds or by receipt in hand of an official bank cashier's check) by noon, E.S.T., the Stations on the TBA Date of Closingand for the period thereafter. Buyer shall receive credit if the Stations' aggregate net trade balance is negative (i.e., all prorations trade and barter accounts payables exceed receivables). Notwithstanding the foregoing, there shall be no adjustment for, and Seller shall remain solely liable with respect to, any Contracts not included in the Assumed Contracts, or any other obligation or liability not being assumed by Buyer in accordance with Section 2.5. A. Any adjustments or prorations will, insofar as feasible, be determined and paid on the Closing Date, with final settlement and payment being made in accordance with the procedures set forth in Section 2.4B. B. Within sixty (60) days after the Closing Date, Buyer shall deliver to Seller a certificate (the "Adjustment Certificate"), signed by a senior officer of Buyer after due inquiry by such officer but without any personal liability to such officer, providing a compilation of the adjustments and prorations to be made pursuant to this Section 2.4, including any adjustments and prorations made as of the following business dayTBA Date, together with a copy of any working papers relating to such Adjustment Certificate and such other supporting evidence as Seller may reasonably request. If Seller shall conclude that the Adjustment Certificate does not accurately reflect the adjustments and prorations to be made pursuant to this Section 2.4, Seller shall, within thirty (30) days after its receipt of the Adjustment Certificate, provide to Buyer its written statement of any discrepancies believed to exist. Joseph L. Winn on behalf of Buyer, and Stephen Snell on behalf of Xxxxxx, xx xheir respective designees, xxxxx xxxxxxt jointly to resolve the discrepancies within fifteen (15) days after receipt of Seller's discrepancy statement, which resolution, if achieved, shall be binding upon all parties to this Agreement and not subject to dispute or review. If such representatives cannot resolve the discrepancy to their mutual satisfaction within such fifteen (15) day period, Buyer and Seller shall, within the following ten (10) days, jointly designate a nationally known independent public accounting firm to be retained to review the Adjustment Certificate together with Seller's discrepancy statement and any other relevant documents. The cost of retaining such independent public accounting firm shall be borne equally by Buyer and Seller. Such firm shall report its conclusions as to adjustments pursuant to this Section 2.4, which report shall be conclusive on all parties to this Agreement and not subject to dispute or review. If, after adjustment as appropriate with respect to the amount of said taxes, assessments, the aforesaid adjustments paid or rents is not known on the Date of Closing, they shall be apportioned on the basis credited as of the amounts for the preceding yearTBA Date, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the Buyer is determine to owe an amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer shall be responsible for the payment of any assessments or notice of assessments made after the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect to security deposits, if any, made by tenants at the Property and actually received in hand by Seller, Buyer shall receive credit therefor. Any deposits on utilities paid by Seller shall be returned pay such amount to Seller. The foregoing provisions of this Section 10.1 shall not apply , and if Seller is determined to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants owe an amount to the owner of the Property, as landlord, under their leases. On the Date of ClosingBuyer, Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned by Seller, if any, at no additional cost pay such amount thereof to Buyer, in each case within ten (10) days of such determination.

Adjustments and Prorations. 10.1 (a) All taxesrevenues and all expenses arising from the Business prior to the Adjustment Time, includingincluding tower rental, without limitationbusiness and license fees, utility charges, real estate taxes and personal property taxesTaxes and assessments levied against the Assets, collected rentsproperty and equipment rentals, charges for utilitiesapplicable copyright or other fees (including program license payments), including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance sales and service contractscharges, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to Taxes (except for Taxes arising from the operation transfer of the Property (but not including insurance premiumsAssets pursuant hereto) annual regulatory fees, amounts owing in respect of unlicensed software, music license fees and similar prepaid and deferred items, shall be prorated between Seller and Buyer in accordance with GAAP and the general principle that Seller shall receive the benefit of all revenues, and be responsible for all costs, expenses and Liabilities, allocable to the Date of ClosingStation for the period prior to the Adjustment Time, except that if Seller does not and Buyer shall receive the Purchase Price benefit of all revenues, and be responsible for all costs, expenses and Liabilities, allocable to the Station on or after the Adjustment Time; subject, however, to the following: (by receipt of wired funds or by receipt in hand of an official bank cashier's check1) by noon, E.S.T., on the Date of Closing, all prorations An adjustment and proration shall be made in favor of Buyer or Seller, as applicable, for the amount, if any, by which the fair market value of the goods or services to be received by the Station under their Trade Agreements as of the following business day. If the amount of said taxes, assessmentsAdjustment Time exceeds, or rents is not known on less than, the Date value of Closing, they any advertising time remaining to be run by the Station as of the Adjustment Time. (2) There shall be apportioned on the basis of the amounts no proration for the preceding yearprogram barter, other than with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, respect to any cash payments due or paid in connection therewith. (3) Seller shall be apportioned between entitled to all revenue accrued and bear all expenses and other Liabilities related to the partiesExcluded Assets, provided that neither party and shall retain and be solely responsible for all Non-Assumed Liabilities, including vacation time, sick-leave, bonuses and other employee fringe benefits of Employees, and no adjustment or proration shall be obligated made with respect thereto. (4) Seller shall be responsible for all film or programming license fees due and payable prior to institute or prosecute proceedings for the Adjustment Time (with an abatement unless otherwise agreed. appropriate credit to Seller if such fee covers any period of time after the Adjustment Time), and Buyer shall be responsible for the payment of any assessments or notice of assessments made all such fees after the date Adjustment Time (with an appropriate credit to Buyer if such fee covers any period of execution hereof time before the Adjustment Time). Deposits for any public improvement, provided Buyer takes title hereunder. With respect Assumed Contracts which relate to security depositsprogramming, if any, made shall be fully credited to Seller; provided, that such credit will be reduced on a pro-rated basis based on the length of the term that the film or program was available to be aired on the Station prior to the Adjustment Time and the total length of the term that the film or program is available to air on the Station after the Adjustment Time. (5) Any and all rebates which, under any Assumed Contracts are in effect as of the Adjustment Time, may be payable after such date to any advertiser or other user of the Station’s facilities, based in part on business, advertising or services prior to the Adjustment Time, shall be borne by tenants at Seller and Buyer ratably in proportion to revenues received or volume of business done by each during the Property applicable period. Any and actually received all agency commissions which are subject to adjustment after the Adjustment Time based on revenue, volume of business done or services rendered in hand part before the Adjustment Time and in part after the Adjustment Time shall be shared by Seller, Buyer on the one hand, and Buyer, on the other hand, ratably in proportion to the revenue, volume of business done or services rendered, as the case may be, by each during the applicable period. (b) In addition to the foregoing adjustments and prorations, (i) if the Station shall receive credit therefor. Any deposits on utilities paid by Seller have Increased Gross Cash Revenues, then the Base Purchase Price shall be returned to Sellerincreased by the product of (A) 1.45 multiplied by (B) the Increased Gross Cash Revenues; or (ii) if the Station shall have Decreased Gross Cash Revenues, then the Base Purchase Price shall be decreased by the product of (A) 1.45 multiplied by (B) the Decreased Gross Cash Revenues. The foregoing provisions of this Section 10.1 For purposes hereof, “Increased Gross Cash Revenues” shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to mean the owner of the Property, as landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned by Selleramount, if any, at no additional cost by which gross cash revenues of the Station for the Current Measurement Period exceed gross cash revenues of the Station for the Previous Measurement Period by more than ten percent (10%), and “Decreased Gross Cash Revenues” shall mean the amount, if any, by which gross cash revenues of the Station for the Previous Measurement Period exceed gross cash revenues of the Station for the Current Measurement Period by more than ten percent (10%). The “Current Measurement Period” shall mean the period commencing as of the first day of month including the date of this Agreement and ending on last day of the month ending prior to Buyer(but not including) the Closing Date. The “Previous Measurement Period” shall mean the same period for the previous year. Gross cash revenues of the Station shall be determined in accordance with GAAP.

Adjustments and Prorations. 10.1 (a) All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to revenues arising from the operation of the Property (but not Stations earned or accrued up until 11:59 p.m. on the day prior to the Closing Date, and all expenses, costs and liabilities, arising therefrom incurred, accrued or payable up until such time, including insurance premiums) expenses arising under the Assumed Contracts, tower rentals, business and license fees, utility charges, real and personal property Taxes levied against the Assets, property and equipment rentals, applicable copyright or other fees, sales and service charges, other Taxes, wages, salaries, vacation, sick and employee compensation pay shall be prorated to between Buyer and Seller in accordance with the Date principle that (i) Seller shall receive all revenues, refunds and deposits of Closing, except that if Seller does not receive the Purchase Price (held by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon, E.S.T., on the Date of Closing, all prorations shall be made as of the following business day. If the amount of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the third parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer and shall be responsible for all expenses, costs and liabilities incurred, payable or allocable to the payment conduct of any assessments or notice the business and operations of assessments made after each Station for the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect period ending at 11:59 p.m. on the day prior to security deposits, if any, made by tenants at the Property Closing Date and actually received in hand by Seller, (ii) Buyer shall receive all revenues earned or accrued and shall be responsible for all expenses, costs and liabilities incurred, payable or allocable to the conduct of the business and operations of each Station for the period commencing on and continuing after the Closing Date. An adjustment of the Purchase Price and proration shall be made in favor of Buyer to the extent that Buyer assumes any liability under any Assumed Contract to refund (or to credit thereforagainst payments otherwise due) any security deposit or similar prepayment paid to Seller by any lessee or other third party which is not otherwise credited to Buyer. Any deposits on utilities paid Subject to Buyer's receipt of appropriate estoppel certificates, an adjustment of the Purchase Price and proration shall be made in favor of Seller to the extent that Seller has made (A) any security deposit under any Assumed Contract whether or not there is a proration under such Assumed Contract or (B) other prepayment under any Assumed Contracts for which there is a proration. The Purchase Price shall be increased by an amount equal to eighty percent of the face amount of Seller's Accounts Receivables. Seller shall be returned liable for all of the costs of employee compensation relating to Sellereach of the Stations properly attributable to or accruable on account of service with the Seller through 11:59 p.m. on the date prior to the Closing Date, including (1) all Taxes and related contributions, vacations and sick pay and (2) all group medical, dental or death benefits for expenses incurred, related to or arising from, events occurring on or prior to 11:59 p.m. on the date prior to the Closing Date, or death or disability occurring on or prior to 11:59 p.m. on the date prior to the Closing Date, whether reported by the Closing Date or thereafter; Buyer will be liable for all of the costs of employee compensation relating to each of the Stations, properly attributable or accruable thereafter on account of service with Buyer. The foregoing provisions of this Section 10.1 Trade Deals shall not apply be adjusted or prorated. Seller has entered into a Sales Agreement and Deposit Receipt with respect to any taxescertain real property located in Manchester, assessmentsNew Hampshire (the "Manchester Tract"), or other payments a copy of which are directly payable is set forth in Schedule 2.4. Subject to Buyer's reasonable due diligence inspection which shall be completed by tenants under their leases or reimbursable by such tenants July 1, 1997, if Seller purchases the Manchester Tract prior to the owner of the Property, as landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned by Seller, if any, at no additional cost to Buyer.Purchase

Adjustments and Prorations. 10.1 (a) All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to revenues arising from the operation of the Property (but not Stations earned or accrued up until 11:59 p.m. on the day prior to the Closing Date and all expenses, costs and liabilities, arising therefrom incurred, accrued or payable up until such time, including insurance premiums) expenses arising under the Assumed Contracts, tower rentals, business and license fees, utility charges, real and personal property Taxes levied against the Assets, property and equipment rentals, applicable copyright or other fees, sales and service charges, other Taxes, wages, salaries, vacation and sick and employee compensation pay, shall be prorated to between Buyer and Seller in accordance with the Date principle that (i) Seller shall receive all earned or accrued revenues, refunds and deposits of Closing, except that if Seller does not receive the Purchase Price (held by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon, E.S.T., on the Date of Closing, all prorations shall be made as of the following business day. If the amount of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the third parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer and shall be responsible for all expenses, costs and liabilities incurred, payable or allocable to the conduct of the business and operations of each Station for the period ending at 11:59 p.m. on the day prior to the Closing Date and (ii) Buyer shall receive all revenues earned or accrued and shall be responsible for all expenses, costs and liabilities incurred, payable or allocable to the conduct of the business and operations of each Station for the period commencing on and continuing after the Closing Date. An adjustment of the Purchase Price and proration shall be made in favor of Buyer to the extent that Buyer assumes any liability under any Assumed Contract to refund (or to credit against payments otherwise due) any security deposit or similar prepayment paid to Seller by any lessee or other third party which is not otherwise credited to Buyer. Subject to Buyer's receipt of appropriate estoppel certificates, an adjustment of the Purchase Price and proration shall be made in favor of Seller to the extent that Seller has made (A) any security deposit under any Assumed Contract whether or not there is a proration under such Assumed Contract or (B) other prepayment under any Assumed Contracts for which there is a proration. Seller shall be liable for all of the costs of employee compensation relating to each of the Stations properly attributable to or accruable on account of service with the Seller through 11:59 p.m. on the date prior to the Closing Date, including (1) all Taxes and related contributions, vacations and sick pay and (2) all group medical, dental or death benefits for claims incurred, related to or arising from, events occurring on or prior to 11:59 p.m. on the date prior to the Closing Date, or death or disability occurring on or prior to 11:59 p.m. on the date prior to the Closing Date, whether reported by the Closing Date or thereafter; Buyer shall be liable for all of the costs of employee compensation relating to each of the Stations properly attributable or accruable thereafter on account of service with Buyer. Except as provided in Section 2.5(b), Trade Deals shall not be adjusted or prorated. (b) Adjustments or prorations pursuant to this Section 2.4 will, insofar as feasible, be determined and paid on the Closing Date based upon Seller's good faith calculation delivered to Buyer five days prior to the Closing Date and reasonably approved by Buyer, with final settlement and payment by the appropriate party occurring no later than 60 days after the Closing Date. Within 60 days after the Closing Date, Buyer shall submit to Seller its good faith determination of any assessments the adjustments or prorations required by this Section 2.4. Buyer's determination of the amount of adjustment under this Section 2.4 shall be made in accordance with GAAP, consistently applied. If Seller disagrees with the determination made by Buyer of the adjustment, Seller shall give prompt written notice thereof, but in no event later than 20 days after notice of assessments made after Buyer's determination, specifying in reasonable detail the date nature and extent of execution hereof for any the disagreement, and Buyer and Seller shall have a period of 30 days in which to resolve the disagreement. If the parties are unable to resolve the disagreement within the 30-day period, the matter shall be submitted to Coopers & Lybrxxx X.X.P., an independent certified public improvementaccounting firm, provided which accounting firm shall be directed to submit a final resolution within 30 days. The accounting firm's determination shall be binding on Buyer takes title hereunderand Seller. With respect to security depositsEach party shall bear the fees and expenses of its own representatives, including its independent accountants, if any, made by tenants at and shall share equally the Property fees and actually received expenses of Coopers & Lybrxxx, X.L.P., if engaged, to resolve any disagreement between the parties. Within five Business Days following a final determination hereunder, the party obligated to make payment will make the payments determined to be due and owing in hand by Seller, Buyer shall receive credit therefor. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of accordance with this Section 10.1 shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the owner of the Property, as landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned by Seller, if any, at no additional cost to Buyer2.4.

Adjustments and Prorations. 10.1 (a) All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to revenues arising from the operation of the Property (but not Stations earned or accrued up until 11:59 p.m. on the day prior to the Closing Date, and all expenses, costs and liabilities, arising therefrom incurred, accrued or payable up until such time, including insurance premiums) expenses arising under the Assumed Contracts, tower rentals, business and license fees, utility charges, real and personal property Taxes levied against the Assets, property and equipment rentals, applicable copyright or other fees, sales and service charges, other Taxes, wages, salaries, vacation, sick and employee compensation pay shall be prorated to between Buyer and Seller in accordance with the Date principle that (i) Seller shall receive all revenues, refunds and deposits of Closing, except that if Seller does not receive the Purchase Price (held by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon, E.S.T., on the Date of Closing, all prorations shall be made as of the following business day. If the amount of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the third parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer and shall be responsible for all expenses, costs and liabilities incurred, payable or allocable to the payment conduct of any assessments the business and operations of each Station for the period ending at 11:59 p.m. on the day prior to the Closing Date and (ii) Buyer shall receive all revenues earned or notice accrued and shall be responsible for all expenses, costs and liabilities incurred, payable or allocable to the conduct of assessments made the business and operations of each Station for the period commencing on and continuing after the Closing Date. An adjustment of the Purchase Price and proration shall be made in favor of Buyer to the extent that Buyer assumes any liability under any Assumed Contract to refund (or to credit against payments otherwise due) any security deposit or similar prepayment paid to Seller by any lessee or other third party which is not otherwise credited to Buyer. Subject to Buyer's receipt of appropriate estoppel certificates, an adjustment of the Purchase Price and proration shall be made in favor of Seller to the extent that Seller has made (A) any security deposit under any Assumed Contract whether or not there is a proration under such Assumed Contract or (B) other prepayment under any Assumed Contracts for which there is a proration. Seller shall be liable for all of the costs of employee compensation relating to each of the Stations properly attributable to or accruable on account of service with the Seller through 11:59 p.m. on the date prior to the Closing Date, including (1) all Taxes and related contributions, vacations and sick pay and (2) all group medical, dental or death benefits for expenses incurred, related to or arising from, events occurring on or prior to 11:59 p.m. on the date prior to the Closing Date, or death or disability occurring on or prior to 11:59 p.m. on the date prior to the Closing Date, whether reported by the Closing Date or thereafter; Buyer will be liable for all of execution hereof for any public improvementthe costs of employee compensation relating to each of the Stations, properly attributable or accruable thereafter on account of service with Buyer. Except as provided in Section 2.5(b), Trade Deals shall not be adjusted or prorated. Notwithstanding the foregoing, no adjustments or prorations under this Agreement shall result in a decrease or increase in the aggregate Purchase Price of greater than $24,000. (b) Adjustments or prorations pursuant to this Section 2.4 will, insofar as feasible be determined and paid on the Closing Date based upon Seller's good faith calculation delivered to Buyer takes title hereunderfive days prior to the Closing Date and reasonably approved by Buyer, with final settlement and payment by the appropriate party occurring no later than 60 days after the Closing Date. With respect to security deposits, if any, made by tenants at Within 60 days after the Property and actually received in hand by SellerClosing Date, Buyer shall receive credit thereforsubmit to Seller its good faith determination of the adjustments or prorations required by this Section 2.4. Any deposits on utilities paid by Seller Buyer's determination of the amount of adjustment under this Section 2.4 shall be returned to Sellermade in accordance with GAAP, consistently applied. The foregoing provisions of this Section 10.1 shall not apply to any taxes, assessments, or other payments which are directly payable If Seller disagrees with the determination made by tenants under their leases or reimbursable by such tenants to the owner Buyer of the Property, as landlord, under their leases. On the Date of Closingadjustment, Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned by Seller, if any, at no additional cost to Buyer.give prompt

Adjustments and Prorations. 10.1 (a) All taxesrevenues and expenses of Seller arising from the operation of the Agency, including, without limitation, real estate those arising under the Assumed Contracts, business and license fees, utility charges, property taxes levied against the Assets, property and personal property equipment rentals, sales and service charges, other taxes, collected rentswages, charges for utilitiessalaries, including watervacation and sick leave (if any, sewerin accordance with Seller’s payroll policies and benefit plans), personal days (if any, in accordance with Seller’s payroll policies and benefit plans), commissions and other employee compensation pay, and fuel oilsimilar prepaid and deferred items, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to the operation of the Property (but not including insurance premiums) shall be prorated between Buyer and Seller, and an appropriate adjustment to the Date of Closing, except that if Seller does not receive the Purchase Price shall be made, in accordance with the principle that, except as otherwise expressly set forth in this Agreement, (i) Seller shall receive all revenues, and shall be responsible for all expenses, relating to the business and operations of the Agency for the period ending at 11:59 p.m. on the day prior to the Closing Date, and (ii) Buyer shall receive all revenues, and shall be responsible for all expenses, relating to the business and operations of the Agency thereafter. An adjustment of the Purchase Price shall be made in favor of Buyer to the extent that Buyer assumes any liability under any Assumed Contract to refund (or to credit against payments otherwise due) any security deposit or similar prepayment paid to Seller by any lessee or other third party which is not otherwise credited to Buyer. Subject to Buyer’s receipt of wired funds appropriate estoppel certificates, an adjustment of the Purchase Price shall be made in favor of Seller to the extent that Seller has made (A) any security deposit or by receipt in hand similar prepayment under any Assumed Contract regardless of an official bank cashier's checkthe period to which such deposit may be prorated or (B) by noon, E.S.T., any other payment under any Assumed Contract relating to the period beginning on the Closing Date, to the extent that Buyer receives the post-Closing benefits associated with such prepayment. Seller shall be liable for all the costs of employee compensation or other benefits relating to the business or operations of the Agency attributable to service with the Seller through 11:59 p.m. on the date prior to the Closing Date, including (1) all taxes and related contributions, vacations and sick pay and (2) all group medical, dental (if any, in accordance with Seller’s payroll policies and dental plans) or death benefits for expenses incurred, related to or arising from events occurring on or prior to 11:59 p.m. on the date prior to the Closing Date, or death or disability occurring on or prior to 11:59 p.m. on the date prior to the Closing Date, whether reported by the Closing Date or thereafter. Buyer shall be liable for all of Closingthe costs of employee compensation and other benefits (including the types of costs referred to in clauses (1) and (2) above) relating to the business or operations of the Agency attributable to service with Buyer on and after the Closing Date. (b) Prorations pursuant to Section 2.4(a) and the related adjustments to the Purchase Price for any such prorations under Section 2.4(a), all prorations will, insofar as feasible be determined in accordance with generally accepted accounting principles in the United States (“GAAP”), consistently applied, with final settlement and payment by the appropriate party occurring no later than 90 days after the Closing Date, unless there is a dispute with respect thereto (in which event the payment shall be made as set forth below). Within 60 days after the Closing Date, Buyer shall submit to Seller its good faith determination of the following business dayadjustments or prorations required by this Section 2.4. Buyer’s determination of the amount of adjustment under this Section 2.4 shall be made in accordance with GAAP, consistently applied. If Seller disagrees with the determination made by Buyer of the adjustment, Seller shall give prompt written notice thereof, but in no event later than 20 days after notice of Buyer’s determination, specifying in reasonable detail the nature and extent of the disagreement, and Buyer and Seller shall have a period of 30 days in which to resolve the disagreement. If the amount of said taxesparties are unable to resolve the disagreement within the 30-day period, assessments, or rents is not known on the Date of Closing, they matter shall be apportioned on the basis of the amounts for the preceding yearsubmitted to an independent certified public accounting firm, with a reapportionment as soon as the new amounts can be ascertained. If such taxes which is reasonably acceptable to Buyer and assessments shall thereafter be reduced by abatementSeller (an “Independent Accounting Firm”), the amount of such abatement, less the reasonable cost of obtaining the same, which Independent Accounting Firm shall be apportioned between the parties, provided that neither directed to submit a final resolution within 30 days. The Independent Accounting Firm’s determination shall be binding on Buyer and Seller. Each party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer shall be responsible for bear the payment fees and expenses of any assessments or notice of assessments made after the date of execution hereof for any public improvementits own representatives, provided Buyer takes title hereunder. With respect to security depositsincluding its independent accountants, if any, made by tenants at and shall share equally the Property fees and actually received expenses of the Independent Accounting Firm, if engaged, to resolve any disagreement between the parties. Within five Business Days following a final determination hereunder, the party obligated to make payment will make the payments determined to be due and owing in hand by Seller, Buyer shall receive credit therefor. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of accordance with this Section 10.1 shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the owner of the Property, as landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned by Seller, if any, at no additional cost to Buyer2.4.

Adjustments and Prorations. 10.1 All taxes, including, without limitation, real estate taxes The following matters and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to the operation of the Property (but not including insurance premiums) shall be prorated to the Date of Closing, except that if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon, E.S.T., on the Date of Closing, all prorations shall be made as of the following business day. If the amount of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, items shall be apportioned between the partiesparties based on actual daily amounts or, where appropriate, credited in total to a particular party, as provided below, provided that neither party all apportionments and credits made by or in favor of Purchaser or Seller as set forth below (excluding (a)) shall only be made, to the extent of the Purchaser Prorata Share of all such amounts in the case of Purchaser, and to the extent of the Seller Prorata Share of all such amounts in the case of Seller, i.e. if Purchaser would otherwise be entitled to a net $100 credit as provided below, the actual credit will be $49, and if Seller would otherwise be entitled to a net $100 credit as provided below, the actual credit will be $51: (a) The Purchaser Prorata Share of the outstanding principal balance of the Closing Financing as of the Cut-off Time shall be obligated credited to institute Purchaser. (b) All ad valorem taxes, special or prosecute proceedings general assessments, assessments under any Scheduled Encumbrances (collectively, “Property Taxes”), personal property taxes, water and sewer rents, rates and charges, vault charges, canopy permit fees, and other permit fees shall be prorated as of the Cut-off Time provided, however, (i) if any taxes or assessments relating to the period prior to the Closing are paid in installments which are then due and payable, then Owner shall pay on or before Closing Date any remaining installments thereof and (ii) real property tax prorations shall be based on when such taxes and assessments accrue and become a lien on the Property, notwithstanding when such taxes become due and payable. (c) Fees paid or payable in connection with transfer of Permits (other than Excluded Permits) shall be prorated as of the Cut-off Time. (d) All payments due under the Management Agreement shall be prorated as of the Cut-off Time. Without limitation of the foregoing, any incentive fees due and payable under the Management Agreement for the calendar year in which Closing occurs shall be prorated between Purchaser and Seller in the same proportion as gross revenues accrue under the Management Agreement prior to and after the Cut-off Time. As an abatement unless otherwise agreed. Buyer example only, if for the calendar year in which Closing occurs seventy-five (75%) percent of the gross revenues have accrued under the Management Agreement as of the Cut-off Time, Seller shall be responsible for seventy-five (75%) percent of the payment incentive fees and Purchaser shall be responsible for twenty-five (25%) percent of any assessments the incentive fees for such calendar year. (e) Purchaser shall receive a credit for (i) advance payments or notice of assessments made after the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect to security deposits, if any, made by tenants pursuant to any Bookings, (ii) all commissions due to credit and referral organizations attributable to stays (or portions thereof) prior to the Cut-off Time that are outstanding, and (iii) a percentage of all outstanding gift certificates issued for any use of the Hotel facilities including, without limitation, rooms and food and beverage, and any commitments made for the free use of any hotel facilities, which percentage shall be based upon the amount, age and historic redemption rate of gift certificates and commitments for free use at the Property and actually received in hand by Seller, Buyer Hotel. Seller shall receive a credit therefor. Any deposits on utilities paid by Seller for coin machine, telephone, washroom, and checkroom income arising before the Cut-off Time. (f) Gas, electricity and other utility charges shall be returned to Seller. The foregoing provisions of this Section 10.1 shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to apportioned at Closing on the owner basis of the Property, most recent meter reading occurring prior to Closing (but subject to later readjustment as landlord, under their leases. On the Date of Closing, set forth below) with Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned by Sellerreceiving a credit for each deposit and reserve, if any, at no additional cost made by or on behalf of Seller for utilities so long as such deposit or reserve remains on account for the benefit of Owner or New Operating Lessee. (g) Operational and/or occupancy taxes shall be prorated as of the Cut-off Time. (h) Telephone and telex contracts and contracts for the supply of heat, steam, electric power, gas, lighting and any other utility service shall be prorated as of the Cut-off Time, with Seller receiving a credit for each deposit and reserve, if any, made by or on behalf of Owner or that will benefit New Operating Lessee for utilities or under contracts, including reserves maintained under the Management Agreement, provided such deposit or reserve remains on account for the benefit of Owner or New Operating Lessee. Where possible, cut-off readings will be secured for all utilities on the Closing Date. (i) Any amounts prepaid, payable or accrued under any Hotel Contracts and Space Leases, if any, shall be prorated as of the Cut-Off Time. Percentage rent (i.e., that portion of the rent payable to Buyerlandlord by tenants under the Space Leases which is a percentage of the amount of sales or of the dollar amount of sales), if any, payable under each Space Lease shall be prorated with respect to the year thereunder in which Closing occurs on a per diem basis. If the actual amounts to be prorated are not known as of Closing, the prorations shall be made on the basis of the best evidence then available and reconciled as provided in Section 7.02(b). (j) Proratable Compensation of Employees shall be prorated as of the Cut-off Time.

Adjustments and Prorations. 10.1 All taxes(a) Subject to the terms of this Agreement, includingall revenues and all expenses arising from the Business, without limitationincluding business and license fees, utility charges and all other fees or charges arising under real estate taxes and personal property taxesTaxes and assessments levied against the Assets, collected rentsproperty and Equipment rentals, charges for utilitiesapplicable copyright or other fees (including program license payments), including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance sales and service contractscharges, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to Taxes (except for Taxes arising from the operation transfer of the Property (but not including insurance premiums) Assets hereunder), annual regulatory fees, amounts owing in respect of unlicensed software, music license fees and similar prepaid and deferred items, shall be prorated between Seller and Buyer in accordance with GAAP and subject to the Date general principle that Seller shall receive the benefit of Closingall revenues, and be responsible for all costs, expenses and Liabilities, allocable to the Station for the period prior to the Closing Date, and Buyer shall receive the benefit of all revenues, and be responsible for all costs, expenses and Liabilities, allocable to the Assets on or after the Closing Date, including that Seller shall receive a credit for all prepaid expenses incurred by Seller with respect to the Assets on and after the Closing Date; subject, however, to the following: (1) There shall be no proration for program barter or goods or services to be received by the Station under its trade or barter agreements as of the Closing Date. (2) Seller shall be entitled to all revenue and bear all expenses and Liabilities related to the Excluded Assets and the Non-Assumed Liabilities both prior to and after the Closing Date, except as provided in Section 5.2(c) hereof. (b) Seller shall prepare and submit to Buyer, not later than five (5) Business Days prior to the Closing Date, a good faith written estimate of the adjustments and prorations set forth in subsection (a) above that if remain unpaid as of Closing (the “Adjustments”) in accordance with this Section 2.3, along with Seller’s estimate of the Purchase Price resulting from the Adjustments (“Seller’s Estimate”). After delivery of Seller’s Estimate, including all supporting documentation of any proposed Adjustments, Buyer and Seller shall in good faith attempt to resolve prior to Closing any disputes between them with respect to the determination of the Closing Cash Payment. If as of Closing any items shall be in dispute between them with respect to the Closing Cash Payment, Seller’s Estimate, as adjusted to reflect any changes to the Adjustments agreed to by the Parties, shall be used as the amount of the Closing Cash Payment payable by Buyer on the Closing Date, with such disputed items to be settled between the Parties following Closing pursuant to subsections (c) and (d) below. (c) Buyer shall prepare and submit to Seller, not later than thirty (30) days following the Closing Date, Buyer’s written good faith determination of the Adjustments, including any changes to the preliminary Adjustments used to determine the Closing Cash Payment and all supporting documentation of any additions or modifications to the preliminary Adjustments, along with a calculation of the Purchase Price resulting from the Adjustments as determined by Buyer (“Buyer’s Calculation”). After delivery of Buyer’s determination of the Adjustments and Buyer’s Calculation to Seller, Seller may furnish Buyer, within fifteen (15) Business Days following delivery of Buyer’s Calculation, with written notification setting forth in reasonable detail any disputes Seller has with Buyer’s determination of the Adjustments and Buyer’s Calculation. In the event that Seller does not receive provide such a written notification within such fifteen (15) Business Day period, Seller shall be deemed to have accepted the Adjustments and Buyer’s Calculation, which shall be final, binding and conclusive for all purposes hereunder. In the event any such written notification is timely provided, then Buyer and Seller shall, for a period of ten (10) Business Days (or such longer period as they may mutually agree), in good faith attempt to resolve any disputes between them with respect to the determination of the Purchase Price Price, with each Party claiming an adjustment to its credit providing the other with any documentation reasonably requested by the other Party to determine the appropriateness of such claimed Adjustment. In no event shall Buyer or Seller be permitted to dispute any item or amount that was agreed to prior to Closing in the determination of the Closing Cash Payment. (by receipt of wired funds or by receipt in hand of an official bank cashier's checkd) by noonIf, E.S.T.following such ten (10) Business Day period, the Parties cannot agree on the Date amount of Closingthe final Adjustments, all prorations the determination shall be made as by a national or regional accounting firm jointly designated by the Parties (the “Auditor”). The Auditor shall make the determination based on GAAP in effect on the Closing Date. Either Party may invoke the use of the following business dayAuditor by notifying the other Party in writing. If In the amount event that either Party invokes the use of said taxesthe Auditor, assessmentsthere shall be a thirty (30) day period (the “Discovery Period”) when the Parties may request of and shall provide to each other in writing or computer format where appropriate any documentation or records in the possession of the other Party that are related to a claim or defense to be made to the Auditor. Fifteen (15) Business Days after the expiration of the Discovery Period, the Parties shall have the opportunity to present their claims and supporting documentation to the Auditor. The Parties shall use their commercially reasonable efforts to cause the Auditor to render a decision within fifteen (15) Business Days after each Party shall have presented (or rents have foregone the opportunity to present) its claims and supporting documentation to the Auditor. The decision of the Auditor shall be final and binding on the Parties and shall not be subject to any judicial challenge by either Party. Within five (5) Business Days after the Auditor provides the determination to the Parties, payment in accordance with that determination shall be made by the appropriate Party by wire transfer of immediately available funds in U.S. dollars, to an account designated by the Party entitled to receive such payment. The expenses of the Auditor shall be paid by the Party which, based on the Auditor’s resolution of the disputed item(s), is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer shall be responsible for the payment of any assessments or notice of assessments made after the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect to security deposits, if any, made by tenants at the Property and actually received in hand by Seller, Buyer shall receive credit therefor. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this Section 10.1 shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the owner of the Property, as landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned by Seller, if any, at no additional cost to Buyerprevailing Party.

Adjustments and Prorations. 10.1 (a) All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to revenues arising from the operation of the Property (but not Stations earned or accrued up until 11:59 p.m. on the day prior to the Closing Date, and all expenses, costs and liabilities, arising therefrom incurred, accrued or payable up until such time, including insurance premiums) expenses arising under the Assumed Contracts, tower rentals, business and license fees, utility charges, real and personal property Taxes levied against the Assets, property and equipment rentals, applicable copyright or other fees, sales and service charges, other Taxes, wages, salaries, vacation, sick and employee compensation pay shall be prorated to between Buyer and Seller in accordance with the Date principle that (i) Seller shall receive all revenues, refunds and deposits of Closing, except that if Seller does not receive the Purchase Price (held by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon, E.S.T., on the Date of Closing, all prorations shall be made as of the following business day. If the amount of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the third parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer and shall be responsible for all expenses, costs and liabilities incurred, payable or allocable to the payment conduct of any assessments the business and operations of the Stations for the period ending at 11:59 p.m. on the day prior to the Closing Date and (ii) Buyer shall receive all revenues earned or notice accrued and shall be responsible for all expenses, costs and liabilities incurred, payable or allocable to the conduct of assessments made the business and operations of the Stations for the period commencing on and continuing after the Closing Date. An adjustment of the Purchase Price and proration shall be made in favor of Buyer to the extent that Buyer assumes any liability under any Assumed Contract to refund (or to credit against payments otherwise due) any security deposit or similar prepayment paid to Seller by any lessee or other third party which is not otherwise credited to Buyer. Subject to Buyer's receipt of appropriate estoppel certificates, an adjustment of the Purchase Price and proration shall be made in favor of Seller to the extent that Seller has made (A) any security deposit under any Assumed Contract whether or not there is a proration under such Assumed Contract or (B) other prepayment under any Assumed Contracts for which there is a proration. Subject to the terms of the LMA, Seller shall be liable for all of the costs of employee compensation relating to each of the Stations properly attributable to or accruable on account of service with the Seller through 11:59 p.m. on the date prior to the Closing Date, including (1) all Taxes and related contributions, vacations and sick pay and (2) all group medical, dental or death benefits for expenses incurred, related to or arising from, events occurring on or prior to 11:59 p.m. on the date prior to the Closing Date, or death or disability occurring on or prior to 11:59 p.m. on the date prior to the Closing Date, whether reported by the Closing Date or thereafter. Subject to the terms of execution hereof the LMA, Buyer will be liable for any public improvementall of the costs of employee compensation relating to each of the Stations, properly attributable or accruable on or after the Closing Date on account of service with Buyer. Except as provided in Section 2.5(b), Trade Deals shall not be adjusted or pro rated. (b) Adjustments or prorations pursuant to this Section 2.4 will, insofar as feasible, be determined and paid on the Closing Date based upon Seller's good faith calculation delivered to Buyer takes title hereunderfive days prior to the Closing Date and reasonably approved by Buyer, with final settlement and payment by the appropriate party occurring no later than 60 days after the Closing Date. With respect to security deposits, if any, made by tenants at Within 60 days after the Property and actually received in hand by SellerClosing Date, Buyer shall receive credit thereforsubmit to Seller its good faith determination of the adjustments or prorations required by this Section 2.4. Any deposits on utilities paid by Seller Buyer's determination of the amount of adjustment under this Section 2.4 shall be returned to Sellermade in accordance with GAAP, consistently applied. The foregoing provisions of this Section 10.1 shall not apply to any taxes, assessments, or other payments which are directly payable If Seller disagrees with the determination made by tenants under their leases or reimbursable by such tenants to the owner Buyer of the Property, as landlord, under their leases. On the Date of Closingadjustment, Seller shall deliver to Buyer all inventories give prompt written notice thereof, but in no event later than 20 days after notice of supplies on hand at the Property owned by Seller, if any, at no additional cost to Buyer.'s determination,

Adjustments and Prorations. 10.1 (a) All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to revenues arising from the operation of the Property (but not Stations earned or accrued up until 11:59 p.m. on the day prior to the Closing Date, and all expenses, costs and liabilities, arising therefrom incurred, accrued or payable up until such time, including insurance premiums) expenses arising under the Assumed Contracts, tower rentals, business and license fees, utility charges, real and personal property Taxes levied against the Assets, property and equipment rentals, applicable copyright or other fees, sales and service charges, other Taxes, wages, salaries, vacation, sick and employee compensation pay shall be prorated to between Buyer and Seller in accordance with the Date principle that (i) Seller shall receive all revenues, refunds and deposits of Closing, except that if Seller does not receive the Purchase Price (held by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon, E.S.T., on the Date of Closing, all prorations shall be made as of the following business day. If the amount of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the third parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer and shall be responsible for all expenses, costs and liabilities incurred, payable or allocable to the payment conduct of any assessments or notice the business and operations of assessments made after each Station for the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect period ending at 11:59 p.m. on the day prior to security deposits, if any, made by tenants at the Property Closing Date and actually received in hand by Seller, (ii) Buyer shall receive all revenues earned or accrued and shall be responsible for all expenses, costs and liabilities incurred, payable or allocable to the conduct of the business and operations of each Station for the period commencing on and continuing after the Closing Date. An adjustment of the Purchase Price and proration shall be made in favor of Buyer to the extent that Buyer assumes any liability under any Assumed Contract to refund (or to credit thereforagainst payments otherwise due) any security deposit or similar prepayment paid to Seller by any lessee or other third party which is not otherwise credited to Buyer. Any deposits on utilities paid Subject to Buyer's receipt of appropriate estoppel certificates, an adjustment of the Purchase Price and proration shall be made in favor of Seller to the extent that Seller has made (A) any security deposit under any Assumed Contract whether or not there is a proration under such Assumed Contract or (B) other prepayment under any Assumed Contracts for which there is a proration. The Purchase Price shall be increased by an amount equal to eighty percent of the face amount of Seller's Accounts Receivables. Seller shall be returned liable for all of the costs of employee compensation relating to Sellereach of the Stations properly attributable to or accruable on account of service with the Seller through 11:59 p.m. on the date prior to the Closing Date, including (1) all Taxes and related contributions, vacations and sick pay and (2) all group medical, dental or death benefits for expenses incurred, related to or arising from, events occurring on or prior to 11:59 p.m. on the date prior to the Closing Date, or death or disability occurring on or prior to 11:59 p.m. on the date prior to the Closing Date, whether reported by the Closing Date or thereafter; Buyer will be liable for all of the costs of employee compensation relating to each of the Stations, properly attributable or accruable thereafter on account of service with Buyer. The foregoing provisions of Trade Deals shall not be adjusted or prorated. (b) Adjustments or prorations pursuant to this Section 10.1 shall not apply 2.4 will, insofar as feasible be determined and paid on the Closing Date based upon Seller's good faith calculation delivered to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants Buyer five days prior to the owner of Closing Date, with final settlement and payment by the Propertyappropriate party occurring no later than 60 days after the Closing Date. Within 60 days after the Closing Date, as landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned by Seller, if any, at no additional cost to Buyer.