Common use of General Proration Clause in Contracts

General Proration. Except as otherwise expressly specified in this Agreement, the expenses, including accrued liabilities (including, any accrued payment obligations under Assumed Contracts) and prepaid expenses, accrued personal leave, accrued vacation pay, and liabilities through the Effective Time shall be for the account of the Sellers and thereafter shall be for the account of the Purchaser. Expenses for goods or services received or to be received after the Closing, including for real and personal property Taxes and assessments, power and utilities charges and rents and similar prepaid and deferred items shall be prorated, based on the number of days before and after the Effective Time, between the Sellers and the Purchaser, respectively. All special assessments and similar charges or liens imposed against the Broadcasting Assets and/or the FCC Licenses in respect of any period of time through the Effective Time, whether payable in installments or otherwise, shall be the responsibility of the Sellers, and amounts with respect to such special assessments, charges or liens in respect of any period of time after the Effective Time shall be the responsibility of the Purchaser, and such charges shall be adjusted as required hereunder. No adjustment or proration shall be made with respect to Accounts Receivable, Receivables or any revenue or income attributable to any Accounts Receivable or Receivable. An adjustment and proration shall be made in favor of (a) the Purchaser to the extent that the amount of any advertising time remaining to be run by the Station under any Trade Agreements or Barter Agreements as of the Effective Time exceeds the fair market value of the goods or services to be received by the Station as of the Effective Time, and (b) the Sellers to the extent the fair market value of the goods or services to be received by the Station as of the Effective Time exceeds the amount of any advertising time remaining to be run by the Station under any Trade Agreements or Barter Agreements as of the Effective Time. For purposes of the Purchase Price adjustment procedure set forth in Section 2.4(b), (i) the aggregate total of the amounts allocable to the conduct of the Business prior to the Effective Time but payable after the Closing (and not paid prior to the Closing) shall be referred to as the “Sellers Pro Rata Amount” and (ii) the aggregate total of the amounts allocable to the conduct of the Business following the Effective Time (and paid prior to the Closing) shall be referred to as the “Purchaser Pro Rata Amount.” Notwithstanding the foregoing, the Purchase Price shall be adjusted for (a) any overdue amounts under any Assumed Contracts including those relating to Program Rights to the extent relating to periods prior to the Closing, except to the extent reflected in the Sellers Pro Rata Amount and (b) any payments that contractually have been deferred but for which the Sellers have received the benefit of the asset to which they relate prior to Closing, and the Sellers shall be responsible for any Retained Liabilities. Notwithstanding anything to the contrary contained herein, the Purchase Price shall be adjusted for (x) any payments under any Assumed Contracts relating to the period prior to the Closing to the extent reflected in the Sellers Pro Rata Amount and (y) any payments that contractually have been paid in advance, but for which the Purchaser shall receive the benefit to which such payments relate after Closing, and the Purchaser shall be responsible for the Assumed Obligations.

General Proration. Except as otherwise expressly specified in this Agreement, the operation of the Business and the income and normal operating expenses, including accrued liabilities (including, any accrued payment obligations 17 under Assumed Contracts) and prepaid expensesexpenses (including the security deposits identified on Schedule 2.5.1), accrued personal leave, accrued vacation pay, and liabilities attributable thereto through the Effective Time shall be for the account of the Sellers and thereafter shall be for the account of the PurchaserBuyer (for purposes of this Section 2.5, all unused vacation leave pursuant to Section 9.3 will be treated as accrued liabilities). Expenses for goods or services received or to be received both before and after the ClosingEffective Time, including for real and personal property Taxes and assessments, regulatory fees assessed by the FCC for fiscal year 2006, power and utilities charges and rents and similar prepaid and deferred items shall be prorated, based on the number of days before days, between Sellers and after Buyer as of the Effective Time, between the Sellers and the Purchaser, respectively. All special assessments and similar charges or liens imposed against the Broadcasting Assets and/or the FCC WDWB Licenses in respect of any period of time through the Effective Time, whether payable in installments or otherwise, shall be the responsibility of the Sellers, and amounts with respect to such special assessments, charges or liens in respect of any period of time after the Effective Time shall be the responsibility of the PurchaserBuyer, and such charges shall be adjusted as required hereunder. Regulatory fees shall be prorated based upon the amount of such fees as assessed for fiscal year 2005, with an adjustment to be made once such fees for fiscal year 2006 are established by the FCC. No adjustment or proration shall be made with respect in favor of Sellers for any amount by which the fair market value of the goods or services to Accounts Receivable, Receivables be received by the Station under any Trade Agreements or Barter Agreements as of the Effective Time exceeds the fair market value of any revenue or income attributable advertising time remaining to any Accounts Receivable or Receivablebe run by the Station. An adjustment and proration shall be made in favor of (a) the Purchaser Buyer to the extent that the amount of any advertising time remaining to be run by the Station under any Trade Agreements or Barter Agreements as of the Effective Time exceeds by more than Fifty Thousand Dollars ($50,000.00) in the aggregate the fair market value of the goods or services to be received by the Station as of the Effective Time, and (b) the Sellers to the extent the fair market value of the goods or services to be received by the Station as of the Effective Time exceeds the amount of any advertising time remaining to be run by the Station under any Trade Agreements or Barter Agreements as of the Effective Time. For purposes of the Purchase Price Aggregate Consideration adjustment procedure set forth in Section 2.4(b)2.5.2, (ia) the aggregate total of the amounts allocable to the conduct of the Business prior to the Effective Time but payable after the Closing (and not paid prior to the Closing) shall be referred to as the “Sellers Seller Pro Rata Amount” and (iib) the aggregate total of the amounts allocable to the conduct of the Business following the Effective Time (and but paid prior to the ClosingClosing (including security deposits identified on Schedule 2.5.1) shall be referred to as the “Purchaser Buyer Pro Rata Amount.” Notwithstanding the foregoing, the Purchase Price there shall be adjusted no adjustment for, and Sellers shall be responsible for (a) any overdue amounts under any Assumed Contracts including those relating to Program Rights to the extent relating to periods prior to the Closing, except to the extent reflected in the Sellers Pro Rata Amount and (b) any payments that contractually have been deferred but for which the Sellers have a Seller has received the benefit of the asset to which they relate prior to Closing, Closing and the Sellers shall be responsible for (c) any Retained Liabilities. Notwithstanding anything The items included in the revenues and expenses referred to the contrary contained herein, the Purchase Price above shall be adjusted for (x) any payments under any Assumed Contracts relating to the period prior to the Closing to the extent reflected calculated in the Sellers Pro Rata Amount and (y) any payments that contractually have been paid in advance, but for which the Purchaser shall receive the benefit to which such payments relate after Closing, and the Purchaser shall be responsible for the Assumed Obligationsaccordance with GAAP as consistently applied by Sellers.

General Proration. Except as otherwise expressly specified in this Agreement, the operation of the Business and the income and normal operating expenses, including accrued liabilities (including, any accrued payment obligations 17 under Assumed Contracts) and prepaid expensesexpenses (including the security deposits identified on Schedule 2.5.1), accrued personal leave, accrued vacation pay, and liabilities attributable thereto through the Effective Time shall be for the account of the Sellers and thereafter shall be for the account of the PurchaserBuyer (for purposes of this Section 2.5, all unused vacation leave pursuant to Section 9.3 will be treated as accrued liabilities). Expenses for goods or services received or to be received both before and after the ClosingEffective Time, including for real and personal property Taxes and assessments, regulatory fees assessed by the FCC for fiscal year 2006, power and utilities charges and rents and similar prepaid and deferred items shall be prorated, based on the number of days before days, between Sellers and after Buyer as of the Effective Time, between the Sellers and the Purchaser, respectively. All special assessments and similar charges or liens imposed against the Broadcasting Assets and/or the FCC KBWB Licenses in respect of any period of time through the Effective Time, whether payable in installments or otherwise, shall be the responsibility of the Sellers, and amounts with respect to such special assessments, charges or liens in respect of any period of time after the Effective Time shall be the responsibility of the PurchaserBuyer, and such charges shall be adjusted as required hereunder. Regulatory fees shall be prorated based upon the amount of such fees as assessed for fiscal year 2005, with an adjustment to be made once such fees for fiscal year 2006 are established by the FCC. No adjustment or proration shall be made with respect in favor of Sellers for any amount by which the fair market value of the goods or services to Accounts Receivable, Receivables be received by the Station under any Trade Agreements or Barter Agreements as of the Effective Time exceeds the fair market value of any revenue or income attributable advertising time remaining to any Accounts Receivable or Receivablebe run by the Station. An adjustment and proration shall be made in favor of (a) the Purchaser Buyer to the extent that the amount of any advertising time remaining to be run by the Station under any Trade Agreements or Barter Agreements as of the Effective Time exceeds by more than Fifty Thousand Dollars ($50,000.00) in the aggregate the fair market value of the goods or services to be received by the Station as of the Effective Time, and (b) the Sellers to the extent the fair market value of the goods or services to be received by the Station as of the Effective Time exceeds the amount of any advertising time remaining to be run by the Station under any Trade Agreements or Barter Agreements as of the Effective Time. For purposes of the Purchase Price Aggregate Consideration adjustment procedure set forth in Section 2.4(b)2.5.2, (ia) the aggregate total of the amounts allocable to the conduct of the Business prior to the Effective Time but payable after the Closing (and not paid prior to the Closing) shall be referred to as the “Sellers Seller Pro Rata Amount” and (iib) the aggregate total of the amounts allocable to the conduct of the Business following the Effective Time (and but paid prior to the ClosingClosing (including security deposits identified on Schedule 2.5.1) shall be referred to as the “Purchaser Buyer Pro Rata Amount.” Notwithstanding the foregoing, the Purchase Price there shall be adjusted no adjustment for, and Sellers shall be responsible for (a) any overdue amounts under any Assumed Contracts including those relating to Program Rights to the extent relating to periods prior to the Closing, except to the extent reflected in the Sellers Pro Rata Amount and (b) any payments that contractually have been deferred but for which the Sellers have a Seller has received the benefit of the asset to which they relate prior to Closing, Closing and the Sellers shall be responsible for (c) any Retained Liabilities. Notwithstanding anything The items included in the revenues and expenses referred to the contrary contained herein, the Purchase Price above shall be adjusted for (x) any payments under any Assumed Contracts relating to the period prior to the Closing to the extent reflected calculated in the Sellers Pro Rata Amount and (y) any payments that contractually have been paid in advance, but for which the Purchaser shall receive the benefit to which such payments relate after Closing, and the Purchaser shall be responsible for the Assumed Obligationsaccordance with GAAP as consistently applied by Sellers.

General Proration. Except as otherwise expressly specified in this Agreement, the operation of the Business and the income and normal operating expenses, including accrued liabilities (including, including any accrued payment obligations under Assumed Contracts) and prepaid expenses, accrued personal leave, accrued vacation pay, and liabilities attributable thereto through the Effective Time shall be for the account of the Sellers and thereafter shall be for the account of the PurchaserBuyer (for purposes of this Section 2.5, all unused vacation leave pursuant to Section 9.3 will be treated as accrued liabilities). Expenses for goods or services received or to be received both before and after the ClosingEffective Time, including for real and personal property Taxes and assessments, power and utilities charges and rents and similar prepaid and deferred items shall be prorated, based on the number of days before days, between Sellers and after Buyer as of the Effective Time, between the Sellers and the Purchaser, respectively. All special assessments and similar charges or liens imposed against the Broadcasting Assets and/or the FCC WDWB Licenses in respect of any period of time through the Effective Time, whether payable in installments or otherwise, shall be the responsibility of the Sellers, and amounts with respect to such special assessments, charges or liens in respect of any period of time after the Effective Time shall be the responsibility of the PurchaserBuyer, and such charges shall be adjusted as required hereunder. No adjustment or proration shall be made with respect in favor of Sellers for any amount by which the fair market value of the goods or services to Accounts Receivable, Receivables be received by the Station under any Trade Agreements or Barter Agreements as of the Effective Time exceeds the fair market value of any revenue or income attributable advertising time remaining to any Accounts Receivable or Receivablebe run by the Station. An adjustment and proration shall be made in favor of (a) the Purchaser Buyer to the extent that the amount of any advertising time remaining to be run by the Station under any Trade Agreements or Barter Agreements as of the Effective Time exceeds by more than Fifty Thousand Dollars ($50,000.00) in the aggregate the fair market value of the goods or services to be received by the Station as of the Effective Time, and (b) the Sellers to the extent the fair market value of the goods or services to be received by the Station as of the Effective Time exceeds the amount of any advertising time remaining to be run by the Station under any Trade Agreements or Barter Agreements as of the Effective Time. For purposes of the Purchase Price Aggregate Consideration adjustment procedure set forth in Section 2.4(b)2.5.2, (ia) the aggregate total of the amounts allocable to the conduct of the Business prior to the Effective Time but payable after the Closing (and not paid prior to the Closing) shall be referred to as the “Sellers Seller Pro Rata Amount” and (iib) the aggregate total of the amounts allocable to the conduct of the Business following the Effective Time (and but paid prior to the Closing) Closing shall be referred to as the “Purchaser Buyer Pro Rata Amount.” Notwithstanding the foregoing, the Purchase Price there shall be adjusted no adjustment for, and Sellers shall be responsible for (a) any overdue amounts under any Assumed Contracts including those relating to Program Rights to the extent relating to periods prior to the Closing, except to the extent reflected in the Sellers Pro Rata Amount and (b) any payments that contractually have been deferred but for which the Sellers have a Seller has received the benefit of the asset to which they relate prior to Closing, Closing and the Sellers shall be responsible for (c) any Retained Liabilities. Notwithstanding anything The items included in the revenues and expenses referred to the contrary contained herein, the Purchase Price above shall be adjusted for (x) any payments under any Assumed Contracts relating to the period prior to the Closing to the extent reflected calculated in the Sellers Pro Rata Amount and (y) any payments that contractually have been paid in advance, but for which the Purchaser shall receive the benefit to which such payments relate after Closing, and the Purchaser shall be responsible for the Assumed Obligationsaccordance with GAAP as consistently applied by Sellers.