Common use of Certain Closing Prorations and Adjustments Clause in Contracts

Certain Closing Prorations and Adjustments. (a) All utilities ------------------------------------------ charges, real estate and personal property taxes, security deposits and monthly rental payments under leases of Real Properties to be assumed by Buyer pursuant to this Agreement, accrued employee vacation and sick pay time, monthly equipment rental payments under Personal Property Leases (as hereinafter defined) assumed by Buyer pursuant to this Agreement, amounts payable (and security deposits in respect thereof) in respect of contracts and agreements assumed by Buyer pursuant to this Agreement, association dues, business, license and annual FCC fees and similar prepaid items (to the extent included in the Purchased Assets) and similar accrued expenses shall be prorated between Sellers and Buyer as of Midnight on the day immediately preceding the Closing Date, and the net amount resulting from the foregoing in favor of Buyer or Sellers, as the case may be, shall then be paid to such party at the Closing or credited against the Purchase Price in the event Sellers are to pay Buyer any such amount. If all the apportionments set forth above are not accomplished at the Closing, then, within ninety (90) days thereafter, representatives of Sellers and Buyer shall examine all appropriate books and records in order to make the determination of said apportionments. Payments in respect thereof shall be made within one hundred twenty (120) days after Closing, provided that if payments with respect to real or personal property taxes are based in whole or in part on the previous year's taxes, there shall be a later adjustment to reflect the current year's taxes when the bills are finally rendered. (b) All amounts paid prior to the Closing under all contracts, orders or commitments of any of the Stations for the sale of air time to be performed or aired on or after the Closing Date shall be paid by Sellers to Buyer or, at Buyer's option, credited against the Purchase Price, at the Closing. (c) Prior to Closing, the parties shall jointly prepare a schedule showing (i) the cumulative net value, as of the Effective Date of (and as defined in) the TBA (the "TBA Commencement Date"), of all advertising time required to be broadcast by the Station after the TBA Commencement Date pursuant to agreements included in the Contracts under which Xxxxxxx has agreed to provide commercial advertising time on any of the Stations in exchange for property or services in lieu of, or in addition to, cash ("Trade Agreements"), and (ii) the cumulative net value of all property or services to be received by any of the Stations after the TBA Commencement Date pursuant to Trade Agreements. The amount to be attributed to the value of remaining broadcast advertising time and goods and services hereunder shall be the amount specified in the Trade Agreement in question, as established at the time the Trade Agreement was entered into. To the extent the amount in clause (i) above exceeds the amount in clause (ii) above by more than Seven Thousand Five Hundred Dollars ($7,500), the Purchase Price due at Closing shall be decreased by such excess. (d) In the event of any dispute between the parties as to prorations or adjustments under this Section 2.5, the amounts not in dispute shall nonetheless be paid and adjusted for at the Closing, or within one hundred twenty (120) days thereafter as set forth in this Section above, and such disputes shall be promptly presented for resolution to an independent certified public accountant mutually acceptable to the parties. The accountant's resolution of the dispute shall be final and binding on the parties and a judgment may be entered thereon, provided, however, that any such accountant shall have no authority to assess damages or award attorney's fees or costs. The fees and expenses of such accountant shall be paid one-half (1/2) by Sellers and one-half (1/2) by Buyer.

Certain Closing Prorations and Adjustments. (a) All utilities ------------------------------------------ charges, charges and real estate and personal property taxes, security deposits and monthly rental payments and security deposits under leases of Real Properties Property to be assumed by Buyer pursuant to this Agreement, accrued employee vacation and sick pay time, monthly equipment rental payments under Personal Property Leases (as hereinafter defined) assumed by Buyer pursuant to this Agreement, amounts payable (and security deposits in respect thereof) in respect of contracts and agreements assumed by Buyer pursuant to this Agreement, association dues, business, license license, and annual FCC fees and similar prepaid items (to the extent included in the Purchased Assets) and similar accrued expenses expenses, to the extent to be assumed by Buyer and those items, if any, specified in Schedule 2.6(a) hereto, shall be prorated between Sellers Seller and Buyer as of Midnight 11:59 p.m. on the day immediately preceding the Closing Date, and the net amount resulting from the foregoing in favor of Buyer or SellersSeller, as the case may be, shall then be paid to such party at the Closing or credited against the Purchase Price in the event Sellers are Seller is to pay Buyer any such amount. If all the apportionments set forth above are not accomplished at the Closing, then, within ninety (90) days thereafter, representatives of Sellers and Buyer shall examine receive a credit at Closing for a pro rata portion of all appropriate books accrued but unused vacation or sick time for any Transferred Employees and records in order agrees to make the determination of said apportionments. Payments in respect thereof shall be made within one hundred twenty (120) days after Closing, provided that if payments with respect to real give such Transferred Employees credit on such unused vacation or personal property taxes are based in whole or in part on the previous year's taxes, there shall be a later adjustment to reflect the current year's taxes when the bills are finally renderedsick time. (b) All amounts paid prior to the Closing under all contracts, orders or commitments of any of the Stations Assumed Contracts for the sale of air time to be performed or aired on or after the Closing Date shall be paid by Sellers Seller to Buyer or, at Buyer's ’s option, credited against the Purchase Price, at the Closing. (c) Prior to Closing, the parties shall jointly prepare a schedule showing (i) the cumulative net value, as Allocation and proration of the Effective Date of (and as defined in) the TBA (the "TBA Commencement Date"items set forth in Section 2.6(a), of all advertising time required shall, insofar as feasible, be determined and paid on the Closing Date based upon Seller’s calculation thereof delivered to be broadcast Buyer at least two days prior to the Closing Date and approved by Buyer, with final settlement and payment by the Station after the TBA Commencement Date pursuant to agreements included in the Contracts under which Xxxxxxx has agreed to provide commercial advertising time on any of the Stations in exchange for property or services in lieu of, or in addition to, cash ("Trade Agreements"), and (ii) the cumulative net value of all property or services to be received by any of the Stations after the TBA Commencement Date pursuant to Trade Agreementsappropriate party occurring as described below. The amount to be attributed to the value of remaining broadcast advertising time and goods and services hereunder shall be the amount specified in the Trade Agreement in question, as established at the time the Trade Agreement was entered into. To the extent the amount in clause (i) above exceeds the amount in clause (ii) above by more than Seven Thousand Five Hundred Dollars ($7,500), the Purchase Price due at Closing shall be decreased by such excess. (d) In the event any adjustment must be made to such calculation following the Closing Date, the determination of the amount of such adjustment shall be made by Buyer in accordance with GAAP. Not later than 60 days following the Closing Date, Buyer shall submit a statement of such adjustments to Seller for approval. Seller shall give written notice of any dispute between objection to such statement within 20 business days after receipt of such statement, detailing the reason for such objection and stating the amount of Seller’s proposed final allocation and proration. If the parties cannot reach agreement as to prorations or adjustments under this Section 2.5the amount of the final allocation and proration within 20 days thereafter, the amounts not in such dispute shall nonetheless be paid and adjusted for at the Closing, or within one hundred twenty (120) days thereafter as set forth in this Section above, and such disputes shall be promptly presented for resolution to an independent certified public accountant mutually acceptable to the parties. The accountant's ’s resolution of the dispute shall be final and binding on the parties and a judgment may be entered thereon, provided, however, that any such accountant shall have no authority to assess damages or award attorney's attorneys’ fees or costs. The fees and expenses of such accountant shall be paid one-half (1/2) borne equally by Sellers Seller and one-half (1/2) by Buyer.

Certain Closing Prorations and Adjustments. (a) All utilities ------------------------------------------ utility charges, real estate and taxes, personal property taxes, security deposits and monthly rental payments under Leasehold Interests Leases, rental payments under leases of Real Properties Tangible Personal Property of the Seller to be assumed by Buyer pursuant to this Agreement, accrued employee vacation and sick pay time, monthly equipment rental payments under Personal Property Leases (as hereinafter defined) assumed by Buyer pursuant to this Agreement, amounts payable (and security deposits in respect thereof) in respect of contracts and agreements assumed by Buyer pursuant to this Agreement, association dues, business, license and annual FCC fees Agreement and similar prepaid items (to the extent included in the Purchased Assets) and similar accrued expenses ), to the extent Buyer realizes any benefit therefrom on or after the Effective Date, shall be prorated between Sellers and Buyer as of Midnight on prorated. To the day immediately preceding the Closing Date, and extent the net amount resulting from the foregoing is in favor of the Seller, Buyer shall pay to the Seller, on the Closing Date, such net amount; to the extent the net amount resulting from the foregoing is in favor of Buyer, the Seller shall pay to Buyer, on the Closing Date, such net amount. In either event, such payment shall be by wire transfer of immediately available funds in U.S. dollars to an account or Sellers, as accounts designated by the case may be, shall then be paid party entitled to such party at the Closing or credited against the Purchase Price in the event Sellers are to pay Buyer any such amountpayment. If all any of the apportionments set forth above are not accomplished at as of the Closing, then, within ninety (90) days as soon as practicable thereafter, representatives of Sellers the Seller and Buyer shall examine all appropriate books and records in order to make the determination of said apportionments. Payments Buyer and/or the Seller, as the case may be, shall make payment in respect thereof shall be made within one hundred twenty (120) days after Closingby May 18, 2001; provided that if payments with respect to real or personal property taxes are based in whole or in part on the previous year's taxes, there Buyer and/or the Seller, as the case may be, shall be a later adjustment make payment to reflect the current year's taxes when promptly after the bills relevant tax amounts are finally rendered. (b) All amounts paid prior determined. In addition, the Seller shall pay to Buyer, on the Closing under Date, by wire transfer of immediately available funds in U.S. dollars to an account or accounts designated by Buyer, an amount equal to all contractsearned or accrued but unpaid sick pay, orders or commitments of any vacation pay, bonuses and the like, with respect to Employees hired by Buyer, owing in respect of the Stations for the sale of air time to be performed or aired on or after period preceding the Closing Date shall be paid by Sellers to Buyer or, at Buyer's option, credited against the Purchase Price, at the ClosingDate. (c) Prior to Closing, the parties shall jointly prepare a schedule showing (i) the cumulative net value, as of the Effective Date of (and as defined in) the TBA (the "TBA Commencement Date"), of all advertising time required to be broadcast by the Station after the TBA Commencement Date pursuant to agreements included in the Contracts under which Xxxxxxx has agreed to provide commercial advertising time on any of the Stations in exchange for property or services in lieu of, or in addition to, cash ("Trade Agreements"), and (ii) the cumulative net value of all property or services to be received by any of the Stations after the TBA Commencement Date pursuant to Trade Agreements. The amount to be attributed to the value of remaining broadcast advertising time and goods and services hereunder shall be the amount specified in the Trade Agreement in question, as established at the time the Trade Agreement was entered into. To the extent the amount in clause (i) above exceeds the amount in clause (ii) above by more than Seven Thousand Five Hundred Dollars ($7,500), the Purchase Price due at Closing shall be decreased by such excess. (d) In the event of any dispute between the parties as to prorations or adjustments under this Section 2.5, the amounts not in dispute shall nonetheless be paid and adjusted for at the Closing, or within one hundred twenty (120) days thereafter as set forth in this Section above, and such disputes shall be promptly presented for resolution to an independent certified public accountant mutually acceptable to the parties. The accountant's resolution of the dispute shall be final and binding on the parties and a judgment may be entered thereon, provided, however, that any such accountant shall have no authority to assess damages or award attorney's fees or costs. The fees and expenses of such accountant shall be paid one-half (1/2) by Sellers and one-half (1/2) by Buyer.

Certain Closing Prorations and Adjustments. (a) All In all cases, except to the extent any of the following items shall be required to be paid or assumed, or to be reimbursed to any of the Companies, by Buyer pursuant to the Time Brokerage Agreement: all utilities ------------------------------------------ charges, real estate and taxes, personal property taxes, security deposits monthly rental payments under real property leases to be assumed by Buyer pursuant to this Agreement and monthly equipment rental payments under leases of Real Properties Tangible Personal Property to be assumed by Buyer pursuant to this Agreement, accrued employee vacation and sick pay time, monthly equipment rental payments under Personal Property Leases (as hereinafter defined) assumed by Buyer pursuant to this Agreement, amounts payable (and security deposits in respect thereof) in respect of contracts and agreements assumed by Buyer pursuant to this Agreement, association dues, business, license and annual FCC fees fees, and similar prepaid items (to the extent included in the Purchased Assets) and similar ), including any accrued expenses vacation or sick pay time or any Barter Receivables, shall be prorated between Sellers Buyer and Buyer the Companies, as of Midnight on the day immediately preceding the Closing Date, and the net amount resulting from the foregoing in favor of Buyer or Sellersthe Companies, as the case may be, shall then be paid to such party Buyer or the Company, as the case may be, at the Closing Closing, or credited against the Purchase Price in the event Sellers are the Company is to pay Buyer any such amount. The Company shall pay to Buyer an amount in respect of advertising time which the Stations are obligated to air under all orders and agreements in effect on the date hereof relating to any of the Stations pursuant to which air time for advertising is exchanged for goods, services or air time for advertising elsewhere ("Barter Agreements"), in all cases other than any programming Barter Agreements, which remain outstanding on the Closing Date to the extent of the amount by which the aggregate net negative barter balance outstanding on the Closing Date exceeds $20,000. Buyer shall pay to the Company an amount in respect of advertising time which the Stations are obligated to air under all Barter Agreements, in all cases other than any programming Barter Agreements, in effect on the date hereof which remain outstanding on the Closing Date to the extent of the amount by which the aggregate net positive barter balance outstanding on the Closing Date exceeds $20,000. If all the apportionments set forth above are not accomplished at the Closing, then, within ninety (90) days as soon as practicable thereafter, representatives of Sellers the Company and Buyer shall examine all appropriate books and records in order to make the determination of said apportionments. Payments in respect thereof shall be made within one hundred twenty ten (12010) days after Closingeach such determination, provided that if payments with respect to real or personal property taxes are based in whole or in part on the previous year's taxes, there shall be a later adjustment to reflect the current year's taxes when the bills are finally rendered. (b) All amounts paid prior to the Closing under all contracts, orders or commitments of any of the Stations for the sale of air time to be performed or aired on or after the Closing Date shall be paid by Sellers to Buyer or, at Buyer's option, credited against the Purchase Price, at the Closing. (c) Prior to Closing, the parties shall jointly prepare a schedule showing (i) the cumulative net value, as of the Effective Date of (and as defined in) the TBA (the "TBA Commencement Date"), of all advertising time required to be broadcast by the Station after the TBA Commencement Date pursuant to agreements included in the Contracts under which Xxxxxxx has agreed to provide commercial advertising time on any of the Stations in exchange for property or services in lieu of, or in addition to, cash ("Trade Agreements"), and (ii) the cumulative net value of all property or services to be received by any of the Stations after the TBA Commencement Date pursuant to Trade Agreements. The amount to be attributed to the value of remaining broadcast advertising time and goods and services hereunder shall be the amount specified in the Trade Agreement in question, as established at the time the Trade Agreement was entered into. To the extent the amount in clause (i) above exceeds the amount in clause (ii) above by more than Seven Thousand Five Hundred Dollars ($7,500), the Purchase Price due at Closing shall be decreased by such excess. (d) In the event of any dispute between the parties as to prorations or adjustments under this Section 2.52.4, the amounts not in dispute shall nonetheless be paid and adjusted for at the Closing, or within one hundred twenty (120) days thereafter as set forth in this Section above, Closing and such disputes shall be promptly presented for resolution to an independent certified public accountant mutually acceptable to the parties. The accountant's resolution of the dispute shall be final and binding on the parties and a judgment may be entered thereon, provided, however, that any such accountant shall have no authority to assess damages or award attorney's fees or costs. The fees and expenses of such accountant shall be paid one-half (( 1/2) by Sellers the Company and one-half (( 1/2) by Buyer.

Certain Closing Prorations and Adjustments. All normal operating expenses arising exclusively from the operation of the Division, including, without limitation, the Assumed Liabilities and prepaid expenses (aexcluding amounts paid on any “pre-buy” customer contracts set forth on Schedule 1.1(f) All utilities ------------------------------------------ chargesattached hereto), real estate Taxes and personal property taxesassessments (but excluding Taxes arising by reason of the sale of the Acquired Assets hereunder, security deposits and which shall be paid as set forth in Section 7.16 hereof), monthly rental payments under leases of Real Properties any Division Agreements to be assumed by Buyer pursuant to this Agreement, accrued employee vacation power and sick pay timeutilities charges, monthly equipment rental payments under Personal Property Leases (as hereinafter defined) assumed by Buyer pursuant to this Agreement, amounts payable (and security deposits in respect thereof) in respect of contracts and agreements assumed by Buyer pursuant to this Agreement, association dues, business, license and annual FCC fees and similar prepaid and deferred items (to the extent included in the Purchased Assets) and similar accrued expenses shall be prorated between Sellers Seller and Buyer as in accordance with GAAP to reflect the principle that Seller shall be entitled to all income and be responsible for all expenses arising from the operation of Midnight the Division through 11:59 p.m. on the day immediately preceding prior to Closing Date (the “Adjustment Time”) and Buyer shall be entitled to all income and be responsible for all expenses arising from the operation of the Division after the Adjustment Time. All special assessments and similar charges or Security Interests imposed against the Purchased Assets in respect of any period of time through the Adjustment Time, whether payable in installments or otherwise, shall be the responsibility of Seller, and amounts with respect to such special assessments, charges or liens in respect of any period of time after the Adjustment Time shall be the responsibility of Buyer and such charges shall be adjusted as required hereunder. The prorations and adjustments to be made pursuant to this Section 2.3 are referred to as the “Closing Adjustments.” As of the Closing Date, Seller shall have estimated all Closing Adjustments pursuant to this Section 2.3 (the “Estimated Closing Adjustments”) and shall have delivered a statement of its estimates to Buyer (which statement shall set forth in reasonable detail the basis for those estimates). At the Closing, the net amount resulting from the foregoing in favor of due to Buyer or SellersSeller as a result of the Estimated Closing Adjustments (excluding any item that is in good faith dispute) shall be applied as an adjustment to the Estimated Purchase Price as appropriate. Within ninety (90) days after the Closing Date, Buyer shall deliver to Seller a statement of any adjustments to the Estimated Closing Adjustments, and no later than the close of business on the 20th day after the delivery to Seller of Buyer’s statement (the “Payment Date”), Buyer shall pay to Seller, or Seller shall pay to Buyer, as the case may be, shall then be paid any amount due as a result of the Closing Adjustment (or, if there is any good faith dispute, the undisputed amount) by wire transfer of immediately available funds to such party at bank account of the Closing or credited against payee as designated in writing by the Purchase Price in the event Sellers are to pay Buyer any such amountpayee. If all the apportionments set forth above are not accomplished at the Closing, then, within ninety (90) days thereafter, representatives of Sellers and Buyer shall examine all appropriate books and records in order to make the determination of said apportionments. Payments in respect thereof shall be made within one hundred twenty (120) days after Closing, provided that if payments Except with respect to real or personal property taxes are based in whole or in part on the previous year's taxes, there shall be a later adjustment items that Seller notifies Buyer that it objects to reflect the current year's taxes when the bills are finally rendered. (b) All amounts paid prior to the Closing under all contracts, orders or commitments close of any of business on the Stations for the sale of air time to be performed or aired on or after the Closing Date shall be paid by Sellers to Buyer or, at Buyer's option, credited against the Purchase Price, at the Closing. (c) Prior to ClosingPayment Date, the parties shall jointly prepare a schedule showing (i) the cumulative net value, as of the Effective Date of (and as defined in) the TBA (the "TBA Commencement Date"), of all advertising time required to be broadcast by the Station after the TBA Commencement Date pursuant to agreements included in the Contracts under which Xxxxxxx has agreed to provide commercial advertising time on any of the Stations in exchange for property or services in lieu of, or in addition to, cash ("Trade Agreements"), and (ii) the cumulative net value of all property or services to be received by any of the Stations after the TBA Commencement Date pursuant to Trade Agreements. The amount to be attributed to the value of remaining broadcast advertising time and goods and services hereunder shall be the amount specified in the Trade Agreement in question, as established at the time the Trade Agreement was entered into. To the extent the amount in clause (i) above exceeds the amount in clause (ii) above by more than Seven Thousand Five Hundred Dollars ($7,500), the Purchase Price due at Closing shall be decreased by such excess. (d) In the event of any dispute between the parties as to prorations or adjustments under this Section 2.5, the amounts not in dispute shall nonetheless be paid and adjusted for at the Closing, or within one hundred twenty (120) days thereafter as set forth in this Section above, and such disputes shall be promptly presented for resolution to an independent certified public accountant mutually acceptable to the parties. The accountant's resolution of the dispute Buyer’s statement shall be final and binding on the parties effective at the close of business on the Payment Date. If Seller disputes Buyer’s determinations, the parties shall confer with regard to the matter and a judgment an appropriate adjustment and payment shall be made as agreed upon by the parties within five (5) business days after such agreement (or, if they are unable to resolve the matter, Buyer and Seller shall refer the matter to UHY Advisors, Inc. or such other national or regional accounting firm as may be entered thereonagreed to by Buyer and Seller (“Accounting Firm”) to resolve the matter, provided, however, that any such accountant whose decision on the matter shall have no authority to assess damages or award attorney's fees or costs. The be binding and whose fees and expenses shall be borne equally by the parties, and an appropriate adjustment and payment shall be made based on the resolution by the Accounting Firm within five (5) business days after such resolution). If the amount of Taxes which are to be prorated pursuant to this Section 2.3 is not known by ninety (90) days after the Closing Date, then the amount of such accountant Taxes will be estimated as of such date and once the amount of such Taxes is known, Buyer shall be paid one-half (1/2) by Sellers and one-half (1/2) by promptly pay to Seller, or Seller shall promptly pay to Buyer, as the case may be, the net amount due as a result of the actual apportionment of such Taxes.