Common use of Adjustments and Prorations Clause in Contracts

Adjustments and Prorations. (a) All revenues arising from the ownership of the Assets, earned or accrued until midnight on the day prior to the Closing Date, and all expenses, costs or liabilities, arising therefrom incurred, accrued or payable up until such time including, without limitation, business, license, utility charges, real and personal property Taxes and assessments levied against the Assets, property and equipment rentals, applicable copyright or other fees, sales and service charges and Taxes (other than income Taxes, which shall be Seller's sole responsibility for all Taxable periods ending prior to the Closing Date, and those Taxes arising from the sale and transfer of the Assets, which, in the case of transfer and other similar Taxes shall be paid as set forth in Section 5.8) ----------- shall be prorated between Buyer and Seller in accordance with the principle that: (i) Seller shall receive all revenues, refunds and deposits (to the extent such refunds or deposits can be released or refunded) of Seller held by third parties, and shall be responsible for all expenses, costs and liabilities incurred, payable or allocable to the operation of the Business for the period 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 operation of the Business for the period commencing on and continuing after the Closing Date (provided, however, that -------- ------- Buyer shall have no responsibility for any wages, salaries, vacation, sick pay or other similar expenses of any employee of Seller, it being understood that Buyer is not the successor employer of any of Seller's employees).

Adjustments and Prorations. (a) All revenues arising from the ownership operation of the AssetsBusiness, earned or accrued until midnight on the day prior to the Closing Date, and all expenses, costs or liabilities, arising therefrom incurred, accrued or payable up until such time including, without limitation, business, license, utility charges, real and personal property Taxes and assessments levied against the Assets, property and equipment rentals, applicable copyright or other fees, sales and service charges and Taxes (other than income Taxes, which shall be SellerPNE's sole responsibility for all Taxable taxable periods ending prior to the Closing Date, and those Taxes arising from the sale and transfer of the Assets, which, in the case of transfer and other similar Taxes shall be paid as set forth in Section 5.89.8) ----------- shall be prorated between Buyer among the NextMedia Parties and Seller PNE in accordance with the principle that: that (i) Seller in accordance with Section 9.16, PNE shall receive credit for ------------ all revenues, refunds and deposits (to the extent such refunds or deposits can be released or refunded) of Seller PNE held by third parties, parties and shall be responsible for all expenses, costs and liabilities incurred, payable or allocable to the operation conduct of the Business for the period prior to the Closing Date and (ii) Buyer the NextMedia Parties shall receive all revenues earned or accrued, and shall be responsible for all expenses, costs and liabilities incurred, payable or allocable to the operation conduct of the Business for the period commencing on and continuing after the Closing Date (provided, however, provided that -------- ------- Buyer the NextMedia Parties shall have no responsibility for any wages, salaries, vacation, severance, sick pay or other similar expenses of any employee of SellerPNE, it being understood that Buyer neither of the NextMedia Parties is not the a successor employer of any of SellerPNE's employees). (b) Adjustments or prorations pursuant to this Section 2.9 will, ----------- insofar as feasible, be determined on the Closing Date based upon PNE's calculation delivered to NextMedia Outdoor five (5) days prior to the Closing Date and approved by NextMedia Outdoor.

Adjustments and Prorations. (a) All Except to the extent that revenues and expenses at the Station are allocated pursuant to the Local Marketing Agreement, all revenues arising from the ownership business and the operations of the Assets, earned or accrued Station up until midnight on the day prior to the Closing Date, and all expenses, costs or liabilities, expenses arising therefrom incurred, accrued or payable from the business and the operations of the Station up until such time includingmidnight on the day prior to the Closing Date, without limitation, business, licenseincluding business and licenses fees (including any retroactive adjustments thereto), utility charges, real and personal property Taxes taxes and assessments levied against the Assets, accrued employee benefits such as vacation time and sick leave, property and equipment rentals, applicable copyright or other fees, sales and service charges charges, taxes (except for taxes arising from the transfer of the Assets hereunder), deposits, and Taxes (other than income Taxessimilar prepaid and deferred items, which shall be Seller's sole responsibility prorated between Buyer and Sellers in accordance with the principle that Sellers shall receive all revenues, all refunds, and all returns of deposits held by third parties, and Sellers shall be responsible for all Taxable periods ending expenses, costs, and liabilities allocable to the conduct of the business or the operations of the Station for the period prior to the Closing Date, and those Taxes arising from the sale and transfer of the Assets, which, in the case of transfer and other similar Taxes shall be paid as set forth in Section 5.8) ----------- shall be prorated between Buyer and Seller in accordance with the principle that: (i) Seller shall receive all revenues, refunds and deposits (to the extent such refunds or deposits can be released or refunded) of Seller held by third parties, revenues and shall be responsible for all expenses, costs costs, and liabilities incurred, payable or obligations allocable to the operation conduct of the Business business or the operations of the Station on the Closing Date and for the period thereafter. Buyer shall receive credit to the extent of the value (as calculated in Sellers' financial statements consistent with past practice) of any and all advertising time to be broadcasted following the Closing Date for which consideration in cash, goods, or services shall have been received by Sellers prior to the Closing Date and Date. (iib) Buyer Notwithstanding the foregoing, there shall receive all revenues earned or accruedbe no adjustment for, and Sellers shall remain solely liable with respect to, any Contracts not included in the Assumed Contracts, any and all employee benefits including, without limitation, vacation time and sick leave, and any other obligation or liability not being expressly assumed by Buyer in accordance with Section 2.5 hereof. (c) Any adjustment or prorations will be responsible for all expenses, costs determined and liabilities incurred, payable or allocable to paid in accordance with the operation of the Business for the period commencing on and continuing procedures set forth in Section 2.4 (d) hereof. (d) Within sixty (60) days after the Closing Date (providedDate, however, that -------- ------- Buyer shall have no responsibility for deliver to Sellers a certificate (the "Adjustment Certificate"), signed by a senior officer of Buyer after due inquiry by such officer, but without any wagespersonal liability on the part of such officer, salariesproviding a compilation of the adjustments and prorations to be made pursuant to this Section 2.4, vacationincluding any adjustments and prorations made at the Closing Date, sick pay or other similar expenses together with a copy of any employee working papers relating to such Adjustment Certificate and such other supporting evidence as Sellers may reasonably request. If Sellers shall conclude that the Adjustment Certificate does not accurately reflect the adjustments and prorations to be made pursuant to this Section 2.4, Sellers shall, within thirty (30) days after its receipt of Sellerthe Adjustment Certificate, it being understood that provide to Buyer is not the successor employer its written statement of any discrepancies believed to exist (the "Sellers' Discrepancy Statement"). Xxxxxxx X. Xxxxxx on behalf of SellerBuyer, and Xxxxxx Xxxxx on behalf of Sellers, or their respective designees, shall attempt jointly to resolve the discrepancies within fifteen (15) days after Buyer's employees)receipt of Sellers' Discrepancy Statement, which resolution, if achieved, shall be binding upon all parties to this Agreement and not subject to dispute or review. If the above-named representatives or their designees shall not have resolved the discrepancies in the Sellers' Discrepancy Statement to their common satisfaction within such fifteen (15) day period, Buyer and Sellers shall, within the following ten (10) days, jointly designate a nationally known independent public accounting firm to be retained in order to review the Adjustment Certificate together with Sellers' Discrepancy Statement and any other relevant documents. The cost of retaining such independent public accounting firm shall be borne equally by Buyer and Sellers. Such independent public account 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 the aforesaid adjustments paid or credited at the Closing Date, Buyer shall be determined to owe an amount to Sellers, Buyer shall pay such amount to Sellers forthwith in cash, and if Sellers shall be determined to owe an amount to Buyer, Sellers shall pay such amount to Buyer forthwith in cash.

Adjustments and Prorations. (a) All Subject to the terms of this Agreement (including, the treatment of Accounts Receivable pursuant to Section 6.11, which if uncollected as of the Closing shall become the property of Buyer without proration or adjustment under this Section 2.3), all revenues and all expenses arising from the ownership operation of the AssetsStation, earned including tower rental, business and license fees, utility charges and all other fees or accrued until midnight on charges arising under the day prior Real Property Leases or payable with respect to the Closing Date, and all expenses, costs or liabilities, arising therefrom incurred, accrued or payable up until such time including, without limitation, business, license, utility charges, Owned Real Property; real and personal property Taxes and assessments levied against the Assets, ; property and equipment Equipment rentals, ; applicable copyright or other fees, fees (including program license payments); sales and service charges charges; annual regulatory fees; amounts owing in respect of unlicensed software; music license fees; and Taxes (other than income Taxes, which similar prepaid and deferred items shall be Seller's sole responsibility 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 Taxable periods ending costs, expenses and Liabilities, allocable to the Station for the period prior to the Closing Date, and those Taxes arising from Buyer shall receive the sale benefit of all revenues, and transfer be responsible for all costs, expenses and Liabilities, allocable to the Station on or after the Closing Date, subject to the following: (1) There shall be no proration for goods or services to be received by Seller under Barter Agreements in excess of the Assets, which, in Barter Basket as of the case of transfer Closing Date and other similar Taxes Seller shall retain all liability with respect to Barter Agreements that exceed the Barter Basket. (2) Seller shall be paid as set forth in Section 5.8) ----------- shall be prorated between Buyer entitled to all revenue and Seller in accordance with bear all expenses and Liabilities related to the principle that: Excluded Assets and the Non-Assumed Liabilities both prior to and after the Closing Date. (i3) Seller shall receive all revenues, refunds and a credit for any security deposits (to the extent such refunds or deposits can be released or refunded) of Seller held by third parties, lessors of the Real Property Leases (other than Subleases) and Buyer shall receive a credit for any security deposits held by Seller as sublessor under any Subleases. (4) There shall be responsible no proration for all expenses, costs and liabilities incurred, payable or allocable to the operation Accounts Receivable that remain uncollected as of the Closing Date in compliance with Section 6.11. (b) Seller shall prepare and submit to Buyer, not later than five (5) Business for the period Days prior to the Closing Date Date, a good-faith written estimate of the adjustments and prorations set forth in subsection (a) above (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 (iid) below, and the size of the Indemnity Fund shall be increased by the amount in dispute, which increase shall be disbursed to Seller or returned to Buyer, as appropriate, as part of the settlement between the Parties upon the completion of the adjustment process pursuant to subsection (c) and if applicable, subsection (d) below. (c) Buyer shall receive all revenues earned or accruedprepare and submit to Seller, and shall be responsible for all expensesnot later than thirty (30) Business Days following the Closing Date, costs and liabilities incurredBuyer’s written good-faith determination of the Adjustments, payable or allocable including any changes to the operation Adjustments used to determine the Closing Cash Payment, along with a calculation of the Business for Purchase Price resulting from the period commencing on Adjustments as determined by Buyer (collectively, the “Buyer’s Calculation”), including all supporting documentation and continuing after the calculation of any amounts. Notwithstanding the foregoing, if the actual amount of Taxes payable with respect to Real Property is not available as of the Closing Date or within thirty (provided30) days thereafter, howeverBuyer may prepare and submit Buyer’s Calculation, with respect to such Taxes only, within thirty (30) days after the date Buyer receives the final Tax Statement for such period, but Buyer’s Calculation shall be deemed delivered upon its earlier delivery without the calculations with respect to such Taxes. After delivery of Buyer’s Calculation to Seller, Seller may furnish Buyer, within ten (10) 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 Purchase Price in Buyer’s Calculation. In the event that -------- ------- Seller does not provide such a written notification within such ten (10) Business Day period, Seller shall be deemed to have accepted the Adjustments and Buyer’s Calculation delivered by Buyer, shall be final, binding and conclusive for all purposes hereunder. In the event that Seller provides a timely written notification to Buyer, 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, 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. (d) If, following such ten (10) Business Day period, the Parties cannot agree on the amount of the final Adjustments, the determination shall be made by a national or regional accounting firm jointly designated by the Parties (the “Auditor”). No member, partner, officer, or employee of either Seller or Buyer or their respective Affiliates shall have no responsibility for any wagesbusiness or familial relationship (as defined in the FCC’s rules) with any officer, salariesemployee, vacationdirector, sick pay member, stockholder, partner or Affiliate of the Auditor. No member, partner, officer, employee, or director of the Auditor or its Affiliates (if any) shall have any business or familial relationship (as defined in the FCC’s rules) with either Seller or Buyer. The Auditor shall make the determination based on GAAP in effect on the Closing Date. Either Party may invoke the use of the Auditor by notifying the other similar Party in writing. In the event that either Party invokes the use of the Auditor, there 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 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 release of any amount by which the Indemnity Fund was increased pursuant to Section 2.3(b) above to the appropriate Party or Parties, with any additional amounts paid 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 any employee the Auditor shall be paid by the Party which, based on the Auditor’s resolution of Sellerthe disputed item(s), it being understood that Buyer is not the successor employer of any of Seller's employees)prevailing Party.

Adjustments and Prorations. (a) All revenues arising from the ownership of the Assets, earned or accrued until midnight on the day prior to the Closing Date, and all expenses, costs or liabilities, arising therefrom incurred, accrued or payable up until such time including, without limitation, business, license, utility charges, real and personal property Taxes and assessments levied against the Assets, property and equipment rentals, applicable copyright or other fees, sales and service charges and Taxes (other than income Taxes, which shall be Seller's sole responsibility for all Taxable periods ending prior to the Closing Date, and those Taxes arising from the sale and transfer of the Assets, which, in the case of transfer and other similar Taxes shall be paid as set forth in Section 5.8) ----------- shall be prorated between Buyer and Seller in accordance with the principle that: (i) Seller shall receive all revenues, refunds and deposits (to the extent such refunds or deposits can be released or refunded) of Seller held by third parties, and shall be responsible for all expenses, costs and liabilities incurred, payable or allocable to the operation of the Business for the period 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 operation of the Business for the period commencing on and continuing after the Closing Date (provided, however, that -------- ------- Buyer shall have no responsibility for any wages, salaries, vacation, sick pay or other similar expenses of any employee of Seller, it being understood that Buyer is not the successor employer of any of Seller's employees). (b) Adjustments or prorations pursuant to this Section 2.6 will, ----------- insofar as feasible, be determined and paid on the Closing Date based upon Seller's calculation thereof delivered to Buyer prior to the Closing Date and approved by Buyer, with final settlement and payment by the appropriate party occurring as described below. In the event any adjustment must be made post-Closing, the determination of the amount of adjustment under this Section ------- 2.6 shall be made by Buyer consistently with the practice used by Seller prior --- to the Closing Date. Upon such determination, within ninety (90) days following the Closing Date, Buyer shall submit such determination to Seller for approval. 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 ten (10) days after receipt of such determination, specifying in reasonable detail the nature and extent of such disagreement and stating the amount of Seller's proposed final adjustment or proration, and Buyer and Seller shall have a period of ten (10) days in which to resolve such disagreement in good faith. If the parties are unable to resolve such disagreement within such 10-day period, the matter shall be submitted to the New York office of Xxxxxx Xxxxxxxx LLP, an independent certified public accounting firm ("Accountant"), which accounting firm shall be ---------- directed to submit a final resolution to Buyer and Seller within thirty (30) days. Accountant's determination shall be binding on both Buyer and Seller. Each party shall bear the fees and expenses of its own representatives, including its independent accountants, if any, and shall share equally the fees and expenses of Accountant, if any. Within ten (10) Business Days following a final determination hereunder of the adjustments or prorations (either by agreement of the parties or pursuant to the dispute mechanism described above), the party obligated to make payment will pay the amounts determined to be due and owing in accordance with this Section 2.6. -----------

Adjustments and Prorations. (a) All revenues of Seller arising from the ownership operation of the Assets, Station earned or accrued up until midnight 11:59 p.m. on the day prior to the Closing Date, and all operating expenses, costs or liabilities, arising therefrom incurred, accrued or payable up until such time includingtime, without limitationincluding operating expenses arising under the Assumed Contracts, businesstower rentals (other than rental payments with respect to the Station's tower at 000 Xxxxx Xxxxxx, licenseHouston, Texas), business and license fees, utility charges, real and personal property Taxes and assessments levied against the Assets, property and equipment rentals, applicable copyright or other fees, sales and service charges and Taxes (charges, other than income Taxes, which shall be Seller's sole responsibility for all Taxable periods ending prior to the Closing Datewages, and those Taxes arising from the sale and transfer of the Assetssalaries, whichvacation, in the case of transfer sick leave, personal days, commissions and other employee compensation pay, music license fees and similar Taxes shall be paid as set forth in Section 5.8) ----------- prepaid and deferred items, shall be prorated between Buyer and Seller in accordance with the principle that: that (i) Seller shall receive all revenues, refunds and deposits (to the extent such refunds or deposits can be released or refunded) of Seller held by third parties, and shall be responsible for all expenses, costs and liabilities operating expenses incurred, payable or allocable to the operation conduct of the Business business and operations of the 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, accrued and shall be responsible for all operating expenses, costs and liabilities incurred, payable or allocable to the operation conduct of the Business business and operations of the 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 the Station 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 (providedincluding the types of costs referred to in clauses (1) and (2) above) relating to the Station, howeverproperly attributable or accruable thereafter on account of service with Buyer. Except as provided in Section 2.5(b), that -------- ------- Trade Deals shall not be adjusted or prorated. (b) Adjustments or prorations pursuant to this Section 2.4 will be determined in accordance with GAAP, consistently applied, at the option of Seller (i) paid on the Closing Date in accordance with the provisions of Section 9.1(a)(iv) based upon Seller's good faith calculation delivered to Buyer no more than five business days prior to the Pre-Closing Date or (ii) paid within 15 business days following the Closing Date based upon Seller's good faith calculation delivered to Buyer no more than ten business days following the Closing Date, with final settlement and payment by the appropriate party occurring no later than 60 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). In the event of a dispute regarding Seller's calculation, within 60 days after the Closing Date, Buyer shall submit to Seller its good faith determination of 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 Buyer's determination, specifying in reasonable detail the nature and extent of the disagreement, and Buyer and Seller shall have no responsibility for any wagesa period of 30 days in which to resolve the disagreement. If the parties are unable to resolve the disagreement within the 30-day period, salariesthe matter shall be submitted to Coopers & Xxxxxxx L.L.P., vacationan independent certified public accounting firm, sick pay or other similar which accounting firm shall be directed to submit a final resolution within 30 days. The accounting firm's determination shall be binding on Buyer and Seller. Each party shall bear the fees and expenses of its own representatives, including its independent accountants, if any, and shall share equally the fees and expenses of Coopers & Xxxxxxx, L.L.P., if engaged, to resolve any employee of Sellerdisagreement between the parties. Within five business days following a final determination hereunder, it being understood that Buyer is not the successor employer of any of Seller's employees)party obligated to make payment will make the payments determined to be due and owing in accordance with this Section 2.4.

Adjustments and Prorations. (a) All Subject to the terms of this Agreement, all revenues and all expenses arising from the ownership of the AssetsBusiness, earned or accrued until midnight on the day prior to the Closing Dateincluding tower rental, business and license fees, utility charges and all expenses, costs other fees or liabilities, charges arising therefrom incurred, accrued or payable up until such time including, without limitation, business, license, utility chargesunder the Real Property Leases, real and personal property Taxes and assessments levied against the Assets, property and equipment Equipment rentals, applicable copyright or other feesfees (including program license payments), sales and service charges and charges, Taxes (other than income Taxesexcept for Taxes arising from the transfer of the Assets hereunder), which annual regulatory fees, amounts owing in respect of unlicensed software, music license fees and similar prepaid and deferred items, shall be Seller's sole responsibility prorated between Seller and Buyer in accordance with GAAP and subject to the general principle that Seller shall receive the benefit of all revenues, and be responsible for all Taxable periods ending costs, expenses and Liabilities, allocable to the Station for the period prior to the Closing Date, and those Taxes arising from the sale and transfer of the Assets, which, in the case of transfer and other similar Taxes shall be paid as set forth in Section 5.8) ----------- shall be prorated between Buyer and Seller in accordance with the principle that: (i) Seller shall receive the benefit of all revenues, refunds and deposits (to the extent such refunds or deposits can be released or refunded) of Seller held by third parties, and shall be responsible for all expensescosts, costs expenses and liabilities incurredLiabilities, payable or allocable to the operation Station on or after the Closing Date, including that Seller shall receive a credit for all prepaid expenses (including prepaid tower rent) incurred by Seller with respect to the Station on and after the Closing Date; subject, however, to the following: (1) There shall be no proration for program barter or for 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 for the period Days prior to the Closing Date Date, a good faith written estimate of the adjustments and prorations set forth in subsection (a) above and in Schedule 5.1(i) and any reimbursement under Section 5.2(c) that remains 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 (iid) below, and the size of the Indemnity Fund shall be increased by the amount in dispute, which increase shall be disbursed to Seller or returned to Buyer, as appropriate, as part of the settlement between the Parties upon the completion of the adjustment process pursuant to subsection (c) and if applicable, subsection (d) below. (c) Buyer shall receive 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 revenues earned supporting documentation of any additions or accruedmodifications 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 provide such a written notification within such thirty (30) 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, 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. (d) If, following such ten (10) Business Day period, the Parties cannot agree on the amount of the final Adjustments, the determination shall be made 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 Auditor by notifying the other Party in writing. In the event that either Party invokes the use of the Auditor, there 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 responsible for all expenses, costs and liabilities incurred, payable or allocable made to the operation 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 for Days after each Party shall have presented (or have foregone the period commencing 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 continuing shall not be subject to any judicial challenge by either Party. Within five (5) Business Days after the Closing Date (providedAuditor provides the determination to the Parties, howeverpayment in accordance with that determination shall be made by the appropriate Party by wire transfer of immediately available funds in U.S. dollars, that -------- ------- Buyer shall have no responsibility for any wages, salaries, vacation, sick pay or other similar to an account designated by the Party entitled to receive such payment. The expenses of any employee the Auditor shall be paid by the Party which, based on the Auditor’s resolution of Sellerthe disputed item(s), it being understood that Buyer is not the successor employer of any of Seller's employees)prevailing Party.

Adjustments and Prorations. (a) The Purchase Price shall be increased or decreased as required to effectuate the proration of income and expenses. All revenues income and expenses arising from the ownership operation of the Assets, earned or accrued until midnight on the day Systems prior to the Closing DateEffective Time, including Basic Customer fees, Bulk Customer fees, premium channel fees, installation fees, advertising fees, service charges, franchise fees, pole and other rental charges payable in respect to cable television service, all expenses, costs or liabilities, arising therefrom incurred, accrued or payable up until such time including, without limitation, business, licenserefund liabilities due to customers for the pre-closing period under any Rate Regulatory Reduction Order applicable to the Systems, utility charges, real and personal property Taxes taxes and assessments levied against the Assets, salesmen advances, property and equipment rentals, applicable copyright or other fees, sales and service charges and Taxes services charges, taxes (other than income Taxes, which shall be Seller's sole responsibility except for all Taxable periods ending prior to the Closing Date, and those Taxes taxes arising from the sale and transfer of the AssetsAssets hereunder), whichand similar prepaid and deferred items, in the case of transfer and other similar Taxes shall be paid as set forth in Section 5.8) ----------- shall be prorated between Buyer and Seller in accordance with the principle that: (i) that Seller shall receive all revenues, refunds and deposits (to the extent such refunds or deposits can be released or refunded) of Seller held by third parties, and shall be responsible for all expenses, costs costs, obligations and liabilities incurredliabilities, payable or and shall be entitled to receive all income, allocable to the operation conduct of the Business business or operations of the Systems for the period prior to the Closing Date and (ii) Buyer shall receive all revenues earned or accruedEffective Time, and Buyer shall be responsible for all expenses, costs costs, obligations and liabilities incurredliabilities, payable or and shall be entitled to receive all income, allocable to the operation conduct of the Business for business or operations of the period commencing on and continuing Systems after the Closing Date (Effective Time; provided, however, that -------- ------- 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 2.6 and Buyer shall have no responsibility for be entitled to all income from Accounts Receivable in accordance with Section 2.4(b). (b) Subject to the provisions of Section 8.2(d), the Purchase Price payable under Section 2.3 shall be increased by an amount equal to the sum of (i) 100% of the face amount of all Accounts Receivable (other than advertising sales) that are current or 30 days or less past due as of the Effective Time, plus (ii) 90% of the face amount of all Accounts Receivable (other than advertising sales) that are between 31 days and 60 days past due as of the Effective Time, plus (iii) 100% of the face amount of all direct-billed advertising Accounts Receivable that are current or sixty (60) days or less past due as of the Effective Time, plus (iv) 50% of the face amount of all direct- billed advertising Accounts Receivable that are between 61 and 90 days past due as of the Effective Time, plus (v) 100% of the face amount of all agency advertising Accounts Receivable that are current or ninety (90) days or less past due as of the Effective Time, plus (vi) 50% of the face amount of all agency advertising Accounts Receivable that are between 91 and 120 days past due as of the Effective Time; provided, however, that if any wagesadvertising client has any receivables greater than ninety (90) days in the instance of a direct-billed advertiser, salariesor greater than one-hundred twenty (120) days in the case of an agency advertiser, vacationthe entire amount of such advertiser's account receivable shall be disregarded except that such account receivable shall thereupon comprise an Excluded Asset and be retained by Seller at Closing with Buyer remitting to Seller any payments which it may receive subsequent to Closing with respect to such account receivable. For purposes of making "past due" calculations with respect to Seller's customers, sick pay or other similar expenses of any employee of Seller, it being understood that Buyer is not the successor employer of any monthly billing statements of Seller's employees)customers shall be deemed to be due and payable on the first day of the monthly period of service to which such billing statements relate. For purposes of making "past due" calculations with respect to advertising receivables, billing statements shall be deemed to be due and payable on the date of such billing statements. (c) The Purchase Price payable under Section 2.3 shall be adjusted at Closing by subtracting any customer deposits held by Seller, which Buyer is assuming the responsibility post-Closing to pay or to provide goods or services with respect thereto. (d) The Purchase Price, taking into account the adjustments and prorations pursuant to this Section 2.4, will be determined in accordance with the following procedures: (1) Seller shall prepare and deliver to Buyer not later than five days before the Closing Date a preliminary settlement statement which shall set forth Seller's good faith estimate of the adjustments to the Purchase Price under this Section 2.

Adjustments and Prorations. (a) All revenues arising from the ownership operation of the Assets, Stations earned or accrued up until midnight 11:59 p.m. on the day prior to immediately preceding the Closing Date, and all expenses, costs or and liabilities, arising therefrom from the operation of the Stations incurred, accrued or payable up until such time includingtime, without limitationincluding expenses arising under the Assumed Contracts, businesstower rentals, licensebusiness and license fees, utility charges, real and personal property Taxes and assessments levied against the Assets, property and equipment rentals, applicable copyright or other fees, sales and service charges and Taxes (charges, other than income Taxes, which shall be Seller's sole responsibility for all Taxable periods ending prior to the Closing Datewages, salaries, vacation, sick and those Taxes arising from the sale and transfer of the Assetsemployee compensation pay, which, in the case of transfer and other similar Taxes shall be paid as set forth in Section 5.8) ----------- shall be prorated between Buyer and Seller in accordance with the principle that: that (i) Seller shall receive all revenues, refunds and deposits (to the extent such refunds or deposits can be released or refunded) of Seller held by third parties, and shall be responsible for all expenses, costs and liabilities incurred, payable or allocable to the operation conduct of the Business for business and operations of each (b) Adjustments or prorations pursuant to this Section 2.4 will be determined in the period prior following manner: (i) Adjustments or prorations to be paid on the Closing Date will be determined as of the close of business on a date agreed upon by Buyer and Seller (ii) the "Determination Date"); and in the absence of any such agreement between Seller and Buyer, the Determination Date shall be the 16th Business Day before the Closing Date. Within 5 Business Days after the Determination Date, Seller shall submit to Buyer its good faith determination of the adjustments or prorations required by this Section 2.4 as of the Determination Date. Seller's determination of the amount of adjustment under this Section 2.4 shall be made in accordance with GAAP, consistently applied. If Buyer disagrees with the determination made by Seller of the adjustments or prorations, Buyer shall receive all revenues earned or accruedgive prompt written notice thereof, and shall be responsible for all expenses, costs and liabilities incurred, payable or allocable to the operation of the but in no event later than 5 Business for the period commencing on and continuing Days after the Closing Date (provided, however, that -------- ------- Buyer shall have no responsibility for any wages, salaries, vacation, sick pay or other similar expenses of any employee of Seller, it being understood that Buyer is not the successor employer of any notice of Seller's employees).determination, specifying in reasonable detail the nature and

Adjustments and Prorations. (a) All revenues arising from the ownership operation of the AssetsBusiness, earned or accrued until midnight on the day prior to the Closing Date, and all expenses, costs or liabilitiesLiabilities, arising therefrom incurred, accrued or payable up until such time including, without limitation, business, license, utility charges, real and personal property Taxes and assessments levied against the Acquired Assets, property and equipment rentals, applicable copyright or other fees, sales and service charges and other Taxes (other than income Taxes, which shall be Seller's ’s sole responsibility for all Taxable taxable periods ending prior to the Closing Date, and those Taxes arising from with respect to any taxable period beginning before the sale and transfer Closing Date, the portion of such taxable period ending on the Assets, which, in the case of transfer and other similar Taxes shall be paid as set forth in Section 5.8Closing Date) ----------- shall be prorated between Buyer and Seller in accordance with the principle that: that (i) Seller shall receive all revenues, refunds and deposits (to the extent such refunds or deposits can be released or refunded) of Seller held by third parties, and and, except as otherwise provided herein, shall be responsible for all expenses, costs and liabilities Liabilities incurred, payable or allocable to the operation conduct of the Business for the period prior to the Closing Date and (ii) Buyer shall receive all revenues earned or accrued, and and, except as otherwise provided herein, shall be responsible for all expenses, costs and liabilities Liabilities incurred, payable or allocable to the operation conduct of the Business for the period commencing on and continuing after the Closing Date (provided, however, that -------- ------- Buyer shall have no responsibility for any wages, salaries, vacation, sick pay or other similar expenses of any employee of Seller, it being understood that Buyer is not the successor employer of any of Seller's employees)Date.

Adjustments and Prorations. (a) All revenues arising from the ownership and operation of the Assets, earned or accrued until midnight on the day prior to the Closing Date, and all expenses, costs or liabilities, arising therefrom incurred, accrued or payable up until such time including, without limitation, business, license, utility charges, real and personal property Taxes and assessments levied against the Assets, property and equipment rentals, applicable copyright or other fees, sales and service charges and Taxes (other than income Taxes, which shall be Seller's sole responsibility for all Taxable periods ending prior to the Closing Date, and those Taxes arising from the sale and transfer of the Assets, which, in the case of transfer and other similar Taxes shall be paid as set forth in Section 5.85.3) ----------- shall be prorated between Buyer and Seller in accordance with the ----------- principle that: : (i) Except as provided below, Seller shall receive all revenues, refunds and deposits (to the extent such refunds or deposits can be released or refunded) of Seller held by third parties, and shall be responsible for all expenses, costs and liabilities incurred, payable or allocable to the operation of the Business and the ownership of the Assets for the period 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 operation of the Business Assets for the period commencing on and continuing after the Closing Date (provided, however, that -------- ------- Buyer shall have no -------- ------- responsibility for any wages, salaries, vacation, sick pay or other similar expenses of any employee of Seller, it being understood that Buyer is not the successor employer of any of Seller's employees).. Notwithstanding the foregoing, Seller shall receive $20,416.69 from Buyer at Closing, which amount represents a credit for rent abatement from October 2001 through April 2002, for the site lease located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, in consideration of Seller's expenditures for the Advertising Display at such location. Notwithstanding the foregoing, Buyer shall have the right to receive from each of the lessors under the Site Leases identified on Schedule 2.6 the deposits ------------ related to such Site Leases and Seller acknowledges that it shall have no interest in such deposits. On the Closing Date, Buyer shall pay Seller an amount equal to the Site Lease deposits referenced on Schedule 2.6. ------------ (b) Adjustments and prorations pursuant to this Section 2.6 will, ----------- insofar as feasible, be determined and paid on the Closing Date based upon Seller's calculation thereof delivered to Buyer prior to the Closing Date and approved by Buyer, with final settlement and payment by the appropriate party occurring as described below. In the event any adjustment must be made post-Closing, the determination of the amount of adjustment under this Section ------- 2.6 shall be made by Buyer. Upon such determination, within ninety (90) days --- following the Closing Date, Buyer shall submit such determination to Seller for approval. 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 ten (10) days after receipt of such determination, specifying in reasonable detail the nature and extent of such disagreement and stating the amount of Seller's proposed final allocation and proration, and Buyer and Seller shall have a period of ten (10) days in which to resolve such disagreement in good faith. If the parties are unable to resolve such disagreement within such 10-day period, the matter shall be submitted to the New York, New York office of Xxxxxx Xxxxxxxx LLP, an independent certified public accounting firm ("Accountant"), which accounting firm shall be directed to submit a final ---------- resolution to Buyer and Seller within thirty (30) days. Accountant's determination shall be binding on both Buyer and Seller. Each party shall bear the fees and expenses of its own representatives, including its independent accountants, if any, and shall share equally the fees and expenses of Accountant, if any. Within ten (10) Business Days following a final determination hereunder of the adjustments or prorations (either by agreement of the parties or pursuant to the dispute mechanism described above), the party obligated to make payment will pay the amounts determined to be due and owing in accordance with this Section 2.6. -----------

Adjustments and Prorations. (a) All revenues arising from the operation of the Business and the ownership of the Assets, earned or accrued until midnight on the day prior to the Closing Date or any Subsequent Closing Date, in the case of Additional Assets being transferred at such Subsequent Closing Date, and all expenses, costs or liabilities, arising therefrom incurred, accrued or payable up until such time including, without limitation, business, license, utility charges, real and personal property Taxes and assessments levied against the Assets, property and equipment rentals, applicable copyright or other fees, sales and service charges and Taxes (other than income Taxes, which shall be Seller's sole responsibility for all Taxable periods ending prior to the Closing Date or any Subsequent Closing Date, in the case of Additional Assets being transferred at such Subsequent Closing Date, and those Taxes arising from the sale and transfer of the Assets, which, in the case of transfer and other similar Taxes shall be paid as set forth in Section 5.8) ----------- shall be prorated between Buyer and Seller in accordance with the principle that: (i) Seller shall receive all revenues, refunds and deposits (to the extent such refunds or deposits can be released or refunded) of Seller held by third parties, and shall be responsible for all expenses, costs and liabilities incurred, payable or allocable to the operation of the Business for the period prior to the Closing Date or any Subsequent Closing Date, in the case of Additional Assets being transferred at such Subsequent 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 operation of the Business for the period commencing on and continuing after the Closing Date or any Subsequent Closing Date, in the case of Additional Assets being transferred at such Subsequent Closing Date (provided, however, that Buyer -------- ------- Buyer shall have no responsibility for any wages, salaries, vacation, sick pay or other similar expenses of any employee of Seller, it being understood that Buyer is not the successor employer of any of Seller's employees).. Notwithstanding the foregoing, Seller hereby acknowledges and agrees that Buyer shall have all rights to receive each of the deposits listed on Schedule 2.6(a) hereto. ---------------

Adjustments and Prorations. (a) All revenues arising from the ownership business and the operations of the Assets, earned or accrued Station up until midnight on the day prior to the Closing Date, and all expenses, costs or liabilities, expenses arising therefrom incurred, accrued or payable from the business and the operations of the Station up until such time includingmidnight on the day prior to the Closing Date, without limitation, business, licenseincluding business and licenses fees (including any retroactive adjustments thereto), utility charges, real and personal property Taxes taxes and assessments levied against the Assets, accrued employee benefits such as vacation time and sick leave, property and equipment rentals, applicable copyright or other fees, sales and service charges charges, taxes (except for taxes arising from the transfer of the Assets hereunder), deposits, and Taxes (other than income Taxessimilar prepaid and deferred items, which shall be Seller's sole responsibility prorated between Buyer and Sellers in accordance with the principle that Sellers shall receive all revenues, all refunds, and all returns of deposits held by third parties, and Sellers shall be responsible for all Taxable periods ending expenses, costs, and liabilities allocable to the conduct of the business or the operations of the Station for the period prior to the Closing Date, and those Taxes arising from the sale and transfer of the Assets, which, in the case of transfer and other similar Taxes shall be paid as set forth in Section 5.8) ----------- shall be prorated between Buyer and Seller in accordance with the principle that: (i) Seller shall receive all revenues, refunds and deposits (to the extent such refunds or deposits can be released or refunded) of Seller held by third parties, revenues and shall be responsible for all expenses, costs costs, and liabilities incurred, payable or obligations allocable to the operation conduct of the Business business or the operations of the Station on the Closing Date and for the period thereafter. Buyer shall receive credit to the extent of the value (as calculated in Sellers' financial statements consistent with past practice) of any and all advertising time to be broadcasted following the Closing Date for which consideration in cash, goods, or services shall have been received by Sellers prior to the Closing Date and Date. (iib) Buyer Notwithstanding the foregoing, there shall receive all revenues earned or accruedbe no adjustment for, and Sellers shall remain solely liable with respect to, any Contracts not included in the Assumed Contracts, any and all employee benefits including, without limitation, vacation time and sick leave, and any other obligation or liability not being expressly assumed by Buyer in accordance with Section 2.5 hereof. (c) Any adjustment or prorations will be responsible for all expenses, costs determined and liabilities incurred, payable or allocable to paid in accordance with the operation of the Business for the period commencing on and continuing procedures set forth in Section 2.4 (d) hereof. (d) Within sixty (60) days after the Closing Date (providedDate, however, that -------- ------- Buyer shall have no responsibility for deliver to Sellers a certificate (the "Adjustment Certificate"), signed by a senior officer of Buyer after due inquiry by such officer, but without any wagespersonal liability on the part of such officer, salariesproviding a compilation of the adjustments and prorations to be made pursuant to this Section 2.4, vacationincluding any adjustments and prorations made at the Closing Date, sick pay or other similar expenses together with a copy of any employee working papers relating to such Adjustment Certificate and such other supporting evidence as Sellers may reasonably request. If Sellers shall conclude that the Adjustment Certificate does not accurately reflect the adjustments and prorations to be made pursuant to this Section 2.4, Sellers shall, within thirty (30) days after its receipt of Sellerthe Adjustment Certificate, it being understood that provide to Buyer is not the successor employer its written statement of any of Seller's employeesdiscrepancies believed to exist (the "Sellers' Discrepancy Statement").. Harold T.