Common use of Adjustments to Base Purchase Price Clause in Contracts

Adjustments to Base Purchase Price. The Base Purchase Price will be ---------------------------------- adjusted as follows: 3.2.1 If (a) the number of EBS's of the Business as of the Closing Date, combined with the number of EBS's of the Xxxxxxxxxxx System and the Southwest Michigan System, is fewer than 17,400 and (b) the number of EBS's of --- the Business as of the Closing Date is fewer than 708, then the Base Purchase Price will be reduced by an amount equal to $1,836 multiplied by the positive difference between (x) 708 and (y) the number of EBS's of the Business as of the Closing Date; provided, however, that in calculating the number of EBS's, the -------- ------- parties will consider 10 Seasonal Subscribers to be EBS's, and will not count any additional Seasonal Subscribers as EBS's. In addition, if a reduction is made in the Base Purchase Price as described above, and as of the Closing Date, the Southwest Michigan System has more than 15,180 EBS's and/or the Xxxxxxxxxxx System has more than 1,512 EBS's, the Base Purchase Price, as reduced above, shall be increased by (A) an amount equal to $1,802 multiplied by the positive difference between (i) the number of EBS's of the Southwest Michigan System as of the Closing Date and (ii) 15,180 and (B) an amount equal to $1,719 multiplied by the positive difference between (X) the number of EBS's of the Xxxxxxxxxxx System as of the Closing Date and (Y) 1512; provided, however, that no such increase in the Base Purchase Price shall cause the aggregate of (I) the Base Purchase Price so adjusted, (II) the purchase price for the Southwest Michigan System as adjusted pursuant to Section 3.2.1 of the Southwest Michigan Purchase Agreement and (III) the purchase price for the Xxxxxxxxxxx System, as adjusted pursuant to Section 3.2.1 of the Xxxxxxxxxxx Purchase Agreement, to exceed $31,250,000. 3.2.2 Adjustments on a pro rata basis as of the Closing Date will be made for all prepaid expenses (but only to the extent the full benefit thereof will be realizable by Buyer within 12 months after the Closing Date), accrued expenses (including real and personal property Taxes and the economic value of all accrued vacation time permitted by Buyer's policies to be taken after the Closing Time by Seller's System employees hired by Buyer), prepaid income, subscriber prepayments and accounts receivable related to the Business, all as determined in accordance with GAAP consistently applied, and to reflect the principle that all expenses and income attributable to the Business for the period prior to the Closing Date are for the account of Seller, and all expenses and income attributable to the Business for the period on and after the Closing Date are for the account of Buyer. Seller will receive no credit for any accounts receivable (a) resulting from cable service sales any portion of which is 60 days or more past due as of the Closing Date, (b) from subscribers whose accounts are inactive or whose service is pending disconnection for any reason as of the Closing Date or (c) resulting from advertising sales any portion of which is 120 days or more past due as of the Closing Date. 3.2.3 Buyer's account will be credited for the amount of all advance payments to, or funds of third parties on deposit with, Seller as of the Closing Date, relating to the Business, including advance payments and deposits by subscribers served by the Business for converters, encoders, decoders, cable television service and related sales, and the liability therefor will be assumed by Buyer.

Adjustments to Base Purchase Price. The Base Purchase Price will be ---------------------------------- adjusted as follows: 3.2.1 If (a) the number of EBS's of the Business as of the Closing Date, combined with the number of EBS's of the Xxxxxxxxxxx System and the Southwest Michigan Vicksburg System, is fewer than 17,400 and (b) the number of EBS's of the --- the Business as of the Closing Date is fewer than 70815,180, then the Base Purchase Price will be reduced by an amount equal to $1,836 1,802 multiplied by the positive difference between (x) 708 15,180 and (y) the number of EBS's of the Business as of the Closing Date; provided, however, that in calculating the number of EBS's, the -------- ------- the parties will consider 10 210 Seasonal Subscribers to be EBS's, and will not count any additional Seasonal Subscribers as EBS's. In addition, if a reduction is made in the Base Purchase Price as described above, and as of the Closing Date, the Southwest Michigan System has more than 15,180 EBS's and/or the Xxxxxxxxxxx System has more than 1,512 EBS's and/or the Vicksburg System has more than 708 EBS's, the Base Purchase Price, as reduced above, shall be increased by (A) an amount equal to $1,802 1,719 multiplied by the positive difference between (i) the number of EBS's of the Southwest Michigan System as of the Closing Date and (ii) 15,180 and (B) an amount equal to $1,719 multiplied by the positive difference between (X) the number of EBS's of the Xxxxxxxxxxx System as of the Closing Date and (ii) 1512 and (B) an amount equal to $1,836 multiplied by the positive difference between (X) the number of EBS's of the Vicksburg System as of the Closing Date and (Y) 1512708; provided, however, that no such increase in the Base Purchase Price shall cause the aggregate of (I) the Base Purchase Price so adjusted, (II) the purchase price for the Southwest Michigan Vicksburg System as adjusted pursuant to Section 3.2.1 of the Southwest Michigan Vicksburg Purchase Agreement and (III) the purchase price for the Xxxxxxxxxxx System, as adjusted pursuant to Section 3.2.1 of the Xxxxxxxxxxx Purchase Agreement, to exceed $31,250,000. 3.2.2 Adjustments on a pro rata basis as of the Closing Date will be made for all prepaid expenses (but only to the extent the full benefit thereof will be realizable by Buyer within 12 months after the Closing Date), accrued expenses (including real and personal property Taxes and the economic value of all accrued vacation time permitted by Buyer's policies to be taken after the Closing Time by Seller's System employees hired by Buyer), prepaid income, subscriber prepayments and accounts receivable related to the Business, all as determined in accordance with GAAP consistently applied, and to reflect the principle that all expenses and income attributable to the Business for the period prior to the Closing Date are for the account of Seller, and all expenses and income attributable to the Business for the period on and after the Closing Date are for the account of Buyer. Seller will receive no credit for any accounts receivable (a) resulting from cable service sales any portion of which is 60 days or more past due as of the Closing Date, (b) from subscribers whose accounts are inactive or whose service is pending disconnection for any reason as of the Closing Date or (c) resulting from advertising sales any portion of which is 120 days or more past due as of the Closing Date. 3.2.3 Buyer's account will be credited for the amount of all advance payments to, or funds of third parties on deposit with, Seller as of the Closing Date, relating to the Business, including advance payments and deposits by subscribers served by the Business for converters, encoders, decoders, cable television service and related sales, and the liability therefor will be assumed by Buyer.

Adjustments to Base Purchase Price. The Base Purchase Price will be ---------------------------------- adjusted as follows: 3.2.1 If (a) the number of EBS's of the Business as of the Closing Date, combined with the number of EBS's of the Xxxxxxxxxxx Southwest Michigan System and the Southwest Michigan Vicksburg System, is fewer than 17,400 and (b) the number of EBS's of the --- the Business as of the Closing Date is fewer than 7081,512, then the Base Purchase Price will be reduced by an amount equal to $1,836 1,719 multiplied by the positive difference between (x) 708 1,512 and (y) the number of EBS's of the Business as of the Closing Date; provided, however, that in calculating the number of EBS's, the -------- ------- the parties will consider 10 20 Seasonal Subscribers to be EBS's, and will not count any additional Seasonal Subscribers as EBS's. In addition, if a reduction is made in the Base Purchase Price as described above, and as of the Closing Date, the Southwest Michigan System has more than 15,180 EBS's and/or the Xxxxxxxxxxx Vicksburg System has more than 1,512 708 EBS's, the Base Purchase Price, as reduced above, shall be increased by (A) an amount equal to $1,802 multiplied by the positive difference between (i) the number of EBS's of the Southwest Michigan System as of the Closing Date and (ii) 15,180 and (B) an amount equal to $1,719 1,836 multiplied by the positive difference between (X) the number of EBS's of the Xxxxxxxxxxx Vicksburg System as of the Closing Date and (Y) 1512708; provided, however, that no such increase in the Base Purchase Price shall cause the aggregate of (I) the Base Purchase Price so adjusted, (II) the purchase price for the Southwest Michigan System as adjusted pursuant to Section 3.2.1 of the Southwest Michigan Purchase Agreement and (III) the purchase price for the Xxxxxxxxxxx Vicksburg System, as adjusted pursuant to Section 3.2.1 of the Xxxxxxxxxxx Vicksburg Purchase Agreement, to exceed $31,250,000. 3.2.2 Adjustments on a pro rata basis as of the Closing Date will be made for all prepaid expenses (but only to the extent the full benefit thereof will be realizable by Buyer within 12 months after the Closing Date), accrued expenses (including real and personal property Taxes and the economic value of all accrued vacation time permitted by Buyer's policies to be taken after the Closing Time by Seller's System employees hired by Buyer), prepaid income, subscriber prepayments and accounts receivable related to the Business, all as determined in accordance with GAAP consistently applied, and to reflect the principle that all expenses and income attributable to the Business for the period prior to the Closing Date are for the account of Seller, and all expenses and income attributable to the Business for the period on and after the Closing Date are for the account of Buyer. Seller will receive no credit for any accounts receivable (a) resulting from cable service sales any portion of which is 60 days or more past due as of the Closing Date, (b) from subscribers whose accounts are inactive or whose service is pending disconnection for any reason as of the Closing Date or (c) resulting from advertising sales any portion of which is 120 days or more past due as of the Closing Date. 3.2.3 Buyer's account will be credited for the amount of all advance payments to, or funds of third parties on deposit with, Seller as of the Closing Date, relating to the Business, including advance payments and deposits by subscribers served by the Business for converters, encoders, decoders, cable television service and related sales, and the liability therefor will be assumed by Buyer.