Common use of Manner of Determining Adjustments Clause in Contracts

Manner of Determining Adjustments. The Purchase Price, taking into account the adjustments and prorations pursuant to Section 2.3.1, will be determined in accordance with the following procedures: (a) 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 Section 2. 3.1. The preliminary settlement statement shall (A) contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3.1, to the extent such adjustments can be determined or estimated as of the date of the preliminary settlement statement, and such other information as may be reasonably requested by Buyer, and (B) be certified by Seller to be true and complete to Seller's knowledge as of the date thereof. (b) Not later than ninety days after the Closing Date, Buyer will deliver to Seller a statement setting forth Buyer's determination of the Purchase Price and the calculation thereof pursuant to Section 2.3.1. Buyer's statement (A) shall contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3.1, and such other information as may be reasonably requested by Seller, and (B) shall be certified by Buyer to be true and complete to Buyer's knowledge as of the date thereof. If Seller disputes the amount of the Purchase Price determined by Buyer, it shall deliver to Buyer within thirty days after its receipt of Buyer's statement a statement setting forth its determination of the amount of the Purchase Price. If Seller notifies Buyer of its acceptance of Buyer's statement, or if Seller fails to deliver its statement within the thirty-day period specified in the preceding sentence, Buyer's determination of the Purchase Price shall be conclusive and binding on the parties as of the last day of the thirty-day period. (c) Buyer and Seller shall use good faith efforts to resolve any dispute involving the determination of the Purchase Price. If the parties are unable to resolve the dispute within fifteen days following the delivery of Seller's statement pursuant to Section 2.3.2

Manner of Determining Adjustments. The Purchase Price(1) Any adjustments will, taking into account the adjustments and prorations pursuant to Section 2.3.1insofar as feasible, will be determined and paid on the Closing Date in accordance with the following procedures: (a) Seller : Sellers shall prepare and deliver to Buyer not later than five (5) days before the Closing Date a preliminary settlement statement which shall set forth Seller's Sellers' good faith estimate of the adjustments to the Purchase Price under Section 2. 3.12.3(a). The preliminary settlement statement (i) shall (A) contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3.12.3(a), to the extent such adjustments can be determined or estimated as of the date of the preliminary settlement statement, and such other information as may be reasonably requested by Buyer, and (Bii) shall be certified by Seller Sellers to be true and complete to Seller's knowledge in all material respects as of the date thereof. (b2) Not Final settlement and payment of any adjustments by the appropriate party shall occur no later than ninety (90) days after the Closing Date, or upon such other date as the parties shall mutually agree, in accordance with the following procedures: Buyer will shall prepare and deliver to Seller Sellers no later than sixty (60) days following the Closing Date a final settlement statement setting which shall set forth Buyer's determination good faith estimate of the adjustment to the Purchase Price and the calculation thereof pursuant to Section 2.3.1under Section 2.3(a). Buyer's The final settlement statement (Ai) shall contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3.1, 2.3(a) and such other information as may be reasonably requested by SellerSellers, and (Bii) shall be certified by Buyer to be true and complete to Buyer's knowledge in all material respects as of the date thereof. If Seller disputes the amount of the Purchase Price determined by Buyer, it shall deliver to Buyer within thirty days after its receipt of Buyer's statement a statement setting forth its determination of the amount of the Purchase Price. If Seller notifies Buyer of its acceptance of Buyer's statement, or if Seller fails to deliver its statement within the thirty-day period specified in the preceding sentence, Buyer's determination of the Purchase Price shall be conclusive and binding on the parties as of the last day of the thirty-day period. (c) Buyer and Seller Sellers shall use good faith efforts to resolve any dispute disputes involving the determination of the Purchase Price. If the parties are unable to resolve the dispute within fifteen days following the delivery of Seller's statement pursuant to Section 2.3.2.

Manner of Determining Adjustments. The Purchase Price, taking into account the adjustments and prorations pursuant to Section 2.3.12.3(b), will be determined in accordance with the following procedures: (ai) Seller Sellers shall prepare and deliver to Buyer not later than five (5) days before the any Closing Date a preliminary settlement statement which shall set forth Seller's Sellers' good faith estimate of the adjustments to the Purchase Price under Section 2. 3.12.3(b) with respect to those Stations for which Closing is to occur. The preliminary settlement statement shall (A) contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3.12.3(b) as to such Stations, to the extent such adjustments can be determined or estimated as of the date of the preliminary settlement statement, and such other information as may be reasonably requested by Buyer, and (B) be certified by Seller Sellers to be true and complete to Seller's knowledge Sellers' Knowledge as of the date thereof. (bii) Not later than ninety (90) days after the each Closing Date, Buyer will deliver to Seller Sellers a statement setting forth Buyer's determination of the Purchase Price and the calculation thereof pursuant to Section 2.3.1Section 2.3(b) as to the Stations for which such Closing has occurred. Buyer's statement (A) shall contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3.12.3(b) relating to the applicable Closing, and such other information as may be reasonably requested by SellerSellers relating to the applicable Closing, and (B) shall be certified by Buyer to be true and complete to Buyer's knowledge as of the date thereof. If Seller disputes Sellers dispute the amount of the such Purchase Price determined by Buyer, it they shall deliver to Buyer within thirty (30) days after its receipt of Buyer's statement a statement setting forth its their determination of the amount of the such Purchase Price. If Seller notifies Sellers notify Buyer of its acceptance of Buyer's statement, or if Seller fails Sellers fail to deliver its their statement within the thirty-day thirty (30)-day period specified in the preceding sentence, Buyer's determination of the Purchase Price shall be conclusive and binding on the parties as of the last day of the thirty-day thirty (30)-day period. (ciii) Buyer and Seller Sellers shall use good faith efforts to resolve any dispute involving the determination of the Purchase PricePrice paid by Buyer at any Closing. If the parties are unable to resolve the dispute within fifteen forty-five (45) days following the delivery of Sellerall of Buyer's statement statements to be provided pursuant to Section 2.3.22.3(c)(ii) after the Final Closing (or in the event this Agreement is terminated prior to the Final Closing) forty five (45) days following such termination, Buyer and Sellers shall jointly designate an independent certified public accounting firm of national standing which has not regularly provided services to either the Buyer or Sellers in the last three (3) years, who shall be knowledgeable and experienced in the operation of radio broadcasting stations, to resolve the dispute. If the parties are unable to agree on the designation of an independent certified public accounting firm, the selection of the accounting firm to resolve the dispute shall be submitted to arbitration to be held in Baltimore, Maryland, in accordance with the commercial arbitration rules of the American Arbitration Association. The accounting firm's resolution of the dispute shall be final and binding on the parties, and a judgment may be entered thereon in any court of competent jurisdiction. Any fees of this accounting firm, and, if necessary, for arbitration to select such accountant, shall be divided equally between the parties.

Manner of Determining Adjustments. The Purchase Price, taking into account (i) Any adjustments with respect to the adjustments and prorations pursuant to Section 2.3.1, will First Closing Date shall be determined as provided in this paragraph (i), with final settlement and payment by the appropriate party to be completed in accordance with the following procedures: paragraphs (aiii) Seller and (iv) of this subsection. Sellers shall prepare and deliver to Buyer not Buyers no later than five thirty (30) days before following the First Closing Date a preliminary settlement statement which shall set forth Seller's Sellers' good faith estimate of the adjustments to the Purchase Price prorations required under Section 2. 3.12.4(b). The Such preliminary settlement statement shall (A) contain all information reasonably necessary to determine the prorations under Section 2.4(b), including appropriate supporting documentation and such other information as may be reasonably requested by Buyers, and shall be certified by an officer (but without personal liability of such officer) on behalf of Sellers to be true and complete to Sellers' knowledge. (ii) Any adjustments with respect to the Purchase Price Second Closing will, insofar as feasible, be determined and paid on the Second Closing Date, with final settlement and payment by the appropriate party to be completed in accordance with paragraphs (iii) and (iv) of this subsection. Sellers shall prepare and deliver to Buyers not later than five (5) business days before the Second Closing Date a preliminary settlement statement which shall set forth Sellers' good faith estimate of the prorations under Section 2.3.12.4(c). Such preliminary settlement statement shall contain all information reasonably necessary to determine the prorations under Section 2.4(c), including appropriate supporting documentation and such other information as may be reasonably requested by Buyers, to the extent such adjustments prorations can be determined or estimated as of the date of the preliminary settlement statement, statement and such other information as may be reasonably requested by Buyer, and (B) shall be certified by Seller an officer (but without personal liability of such officer) on behalf of Sellers to be true and complete to Seller's knowledge as of the date thereofSellers' knowledge. (biii) Not later than ninety thirty (30) days after Buyers shall have received Sellers' preliminary settlement statement for the First Closing and not later than thirty (30) days after the Second Closing Date, Buyer will Buyers shall deliver to Seller Sellers a statement setting forth Buyer's Buyers' determination of any changes to the Purchase Price prorations made at the First Closing and the calculation thereof pursuant to Section 2.3.1Second Closing, respectively. Buyer's statement Buyers' statements (A) shall contain all information reasonably necessary to determine the adjustments prorations to the First Closing Purchase Price and Second Closing Purchase Price under Section 2.3.1Sections 2.4(b) and (c), respectively, including appropriate supporting documentation, and such other information as may be reasonably requested by SellerSellers, and (B) shall be certified by Buyer an officer (but without personal liability to such officer) on behalf of Buyers to be true and complete to Buyer's knowledge as Buyers' knowledge. Following the Second Closing, Sellers (and their authorized representatives) shall have the right to visit the Stations during normal business hours to verify and review such documentation upon providing reasonable notice to Buyers (such access not to unreasonably interfere with the business or operations of the date thereofStations). If Seller disputes Sellers dispute the amount of the Purchase Price prorations determined by BuyerBuyers, it they shall deliver to Buyer Buyers within thirty fifteen days after its their receipt of Buyer's statement Buyers' statements a statement setting forth its their determination of the amount of the Purchase Pricesuch prorations. If Seller notifies Buyer Sellers notify Buyers of its their acceptance of Buyer's statementBuyers' statements, or if Seller fails Sellers fail to deliver its their statement within the thirtyfifteen-day period specified in the preceding sentence, Buyer's Buyers' determination of the Purchase Price such adjustments and prorations shall be conclusive and binding on the parties as of the last day of the thirtysuch fifteen-day period. (civ) Buyer Buyers and Seller Sellers shall use good faith efforts to resolve any dispute involving the determination of the Purchase Priceprorations in connection with the Closings. If the parties are unable to resolve the any dispute within fifteen days following the delivery to Buyers of Sellerthe statements described in the penultimate sentence of Section 2.4(d)(iii), Buyers and Sellers shall jointly designate an independent certified public accountant) (a "CPA"), who shall be knowledgeable and experienced in the operation of television broadcasting stations, to resolve such dispute. If the parties are unable to agree on the designation of a CPA, the selection of the CPA to resolve the dispute shall be submitted to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The CPA's statement resolution of the dispute shall be final and binding on the parties, and a judgment may be entered thereon in any court of competent jurisdiction. Any fees of the CPA, and, if necessary, for arbitration to select such CPA, shall be split equally between the parties. Notwithstanding anything to the contrary in this Agreement, none of the adjustments made pursuant to this Section 2.3.2shall be subject to the limitations of Section 10.4 of this Agreement.

Manner of Determining Adjustments. Any adjustments and prorations pursuant to Section 2.3(a) will, insofar as feasible, be determined and paid on the Closing Date, with final settlement and payment by the appropriate party occurring no later than ninety (90) days after the Closing Date or such other date as the parties shall mutually agree upon. The Purchase Price, taking into account the adjustments and prorations pursuant to Section 2.3.1, 2.3(a) will be determined finally in accordance with the following procedures: (ai) Seller shall prepare and deliver to Buyer not later than five (5) business 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 Section 2. 3.12.3(a). The preliminary settlement statement (1) shall (A) contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3.12.3(a), to the extent such adjustments can be determined or estimated as of the date of the preliminary settlement statement, and such other information as may be reasonably requested by Buyer, and (B2) shall be certified by Seller Sellers to be true and complete in all material respects to the best of Seller's knowledge as of the date thereof. Buyer and Seller shall use their good faith efforts to agree upon the adjustments under Section 2.3(a) hereof prior to the Closing. The Purchase Price payable at Closing under Section 2.3 shall be increased or decreased, as applicable, based on the adjustments set forth in the preliminary settlement statement, except that any adjustments set forth in the preliminary settlement statement to which Buyer objects in good faith shall be deemed omitted from such preliminary settlement statement and shall instead be determined as part of the post-closing adjustments under this Section 2.3(b). (bii) Not No later than ninety forty-five (45) days after the Closing Date, Buyer will deliver to Seller a statement setting forth Buyer's determination of the Purchase Price and the calculation thereof as adjusted pursuant to Section 2.3.1. Buyer's statement (A) shall contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3.1, and such other information as may be reasonably requested by Seller, and (B) shall be certified by Buyer to be true and complete to Buyer's knowledge as of the date thereof2.3(a). If Seller disputes the amount of the Purchase Price determined by Buyer, it shall deliver to Buyer within thirty forty-five (45) days after its receipt of Buyer's statement a statement setting forth its determination of the amount of the Purchase PricePrice (the "Seller Statement"). If Seller notifies Buyer of its acceptance of Buyer's statement, or if Seller fails to deliver its statement within the thirty45-day period specified in the preceding sentence, Buyer's determination of the Purchase Price shall be conclusive and binding on the parties as of the last day of the thirty45-day period. (ciii) Buyer and Seller shall use good faith efforts to resolve any dispute involving the determination of the Purchase Price. If the parties are unable to resolve the dispute within fifteen (15) days following the delivery of Seller's statement Statement, Buyer and Seller shall jointly designate an independent certified public accountant, who shall be knowledgeable and experienced in accounting for television broadcasting stations within forty-five (45) days following delivery of Seller's Statement, to resolve the dispute. If Seller and Buyer fail to agree to the appointment of such certified public accountant within said forty-five (45) day period, either party may submit to the American Arbitration Association for the appointment of such accountant under the commercial arbitration rules of the American Arbitration Association. The accountant's resolution of the dispute shall be final and binding on the parties, and a judgment may be entered thereon in any court of competent jurisdiction. Any fees of such accountant shall be split equally between the parties. (iv) If the Purchase Price as finally determined pursuant to this Section 2.3.22.3(b) exceeds the Purchase Price paid by Buyer on the Closing Date (the "Estimated Purchase Price"), Buyer shall pay to Seller, in immediately available funds within five days after the date on which the Purchase Price is finally determined pursuant to this Section 2.3(b), the difference between the Purchase Price and the Estimated Purchase Price. If the Purchase Price as finally determined pursuant to this Section 2.3(b) is less than the Estimated Purchase Price, Seller shall pay to Buyer, in immediately available funds within five days after the date on which the Purchase Price is finally determined pursuant to this Section 2.3(b), the difference between the Purchase Price and the Estimated Purchase Price.

Manner of Determining Adjustments. The Purchase Price, taking into account the adjustments and prorations to the Purchase Price pursuant to Section 2.3.1, 2.3(a) will be determined in accordance with the following procedures: (ai) Seller shall prepare and deliver to Buyer not later than five days before (5) Business Days prior to the Closing Date a preliminary settlement statement, which statement which shall set forth Seller's good faith estimate of the adjustments to the Purchase Price under Section 2. 3.1. The preliminary settlement statement shall (A2.3(a) contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3.1, to the extent such adjustments can be determined or estimated as of the date of the preliminary settlement statement, and such other information as may be reasonably requested by Buyer, and (B) be certified by Seller to be true and complete to Seller's knowledge as of the date thereofhereof. (bii) Not Buyer and Seller shall use their good faith efforts to agree upon the adjustments under Section 2.3(a) hereof prior to the Closing. (iii) No later than ninety forty-five (45) days after the Closing Date, Buyer will deliver to Seller a statement setting forth Buyer's determination of the Purchase Price and the calculation thereof pursuant to Section 2.3.1. Buyer's statement (A) shall contain all information reasonably necessary to determine the adjustments to the Purchase Price under pursuant to Section 2.3.1, and such other information as may be reasonably requested by Seller, and (B2.3(a) shall be certified by Buyer to be true and complete to Buyer's knowledge as of the date thereofhereof. If Seller disputes the amount of the adjustments to the Purchase Price determined by Buyer, it they shall deliver to Buyer Buyer, within thirty (30) days after its their receipt of Buyer's statement a statement, Seller's statement setting forth its their determination of the amount of the adjustments to the Purchase PricePrice and the basis for their dispute in reasonable detail. If Seller notifies Buyer of its their acceptance of Buyer's statement, or if Seller fails to deliver its the Seller's statement within the thirty-thirty (30) day period specified in the preceding sentence, Buyer's determination of the Purchase Price adjustments pursuant to Section 2.3(a) hereof shall be conclusive and binding on the parties as of the last day of the thirty-day periodparties. (c) Buyer and Seller shall use good faith efforts to resolve any dispute involving the determination of the Purchase Price. If the parties are unable to resolve the dispute within fifteen days following the delivery of Seller's statement pursuant to Section 2.3.2

Manner of Determining Adjustments. The Purchase Price, taking into account the adjustments and prorations pursuant to Section 2.3.1this Section, will be determined finally in accordance with the following procedures: (a) 2.2.3.1 Seller shall prepare and deliver to Buyer not later than five days (5) Business Days before the Closing Date a an itemized preliminary settlement statement (the “Preliminary Settlement Statement”) which shall set forth Seller's ’s good faith estimate of the adjustments to the Purchase Price under in accordance with Section 22.2.1 hereof. 3.1. The preliminary 2.2.3.2 If Seller and Buyer have not agreed upon a final settlement statement on or before the Closing Date, then Seller and Buyer shall (A) contain all information reasonably necessary cooperate in good faith to determine finalize such settlement statement as soon as practicable after the Closing; provided, however, the parties shall use such Seller’s good faith estimated adjustments to the Purchase Price under as set forth in the Preliminary Settlement Statement delivered pursuant to Section 2.3.1, 2.2.3.1 above for purposes of determining the amount of any estimated adjustment to the extent such adjustments can be determined Purchase Price paid by Buyer to Seller at Closing. If Seller and Buyer have not agreed upon a final settlement statement on or estimated as of before the date of the preliminary settlement statementClosing Date, and such other information as may be reasonably requested by Buyer, and (B) be certified by Seller to be true and complete to Seller's knowledge as of the date thereof. (b) Not not later than ninety sixty (60) days after the Closing Date, Buyer will shall deliver to Seller a statement (the “Buyer Adjustment Statement”) setting forth Buyer's forth, in reasonable detail, its determination of the adjustments to the Purchase Price and the calculation thereof pursuant to Section 2.3.1. Buyer's statement (A) shall contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3.1, and such other information as may be reasonably requested by Seller, and (B) shall be certified by Buyer to be true and complete to Buyer's knowledge as reminding Seller of the date thereof. If Seller disputes the amount of the Purchase Price determined by Buyer, it shall deliver to Buyer within thirty days after its receipt of Buyer's statement a statement setting (30) day response period set forth its determination of the amount of the Purchase Price. If Seller notifies Buyer of its acceptance of Buyer's statement, or if Seller fails to deliver its statement within the thirty-day period specified in the preceding sentence, Buyer's determination of the Purchase Price shall be conclusive and binding on the parties as of the last day of the thirty-day periodSection 2.2.3. (c) Buyer and Seller shall use good faith efforts to resolve any dispute involving the determination of the Purchase Price. If the parties are unable to resolve the dispute within fifteen days following the delivery of Seller's statement pursuant to Section 2.3.2

Manner of Determining Adjustments. The Purchase Price, taking into account the adjustments and prorations pursuant to Section 2.3.1this Section, will be determined finally in accordance with the following procedures: (a) 2.2.3.1 Seller shall prepare and deliver to Buyer not later than five days (5) Business Days before the Closing Date a an itemized preliminary settlement statement (the “Preliminary Settlement Statement”) which shall set forth Seller's ’s good faith estimate of the adjustments to the Purchase Price under in accordance with Section 22.2.1 hereof. 3.1. The preliminary 2.2.3.2 If Seller and Buyer have not agreed upon a final settlement statement on or before the Closing Date, then Seller and Buyer shall (A) contain all information reasonably necessary cooperate in good faith to determine finalize such settlement statement as soon as practicable after the Closing; provided, however, the parties shall use such Seller’s good faith estimated adjustments to the Purchase Price under as set forth in the Preliminary Settlement Statement delivered pursuant to Section 2.3.1, 2.2.3.1 above for purposes of determining the amount of any estimated adjustment to the extent such adjustments can be determined Purchase Price paid by Buyer to Seller at Closing. If Seller and Buyer have not agreed upon a final settlement statement on or estimated as of before the date of the preliminary settlement statementClosing Date, and such other information as may be reasonably requested by Buyer, and (B) be certified by Seller to be true and complete to Seller's knowledge as of the date thereof. (b) Not not later than ninety sixty (60) days after the Closing Date, Buyer will shall deliver to Seller a statement (the “Buyer Adjustment Statement”) setting forth Buyer's forth, in reasonable detail, its determination of the adjustments to the Purchase Price and the calculation thereof pursuant to Section 2.3.1. Buyer's statement (A) shall contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3.1, and such other information as may be reasonably requested by Seller, and (B) shall be certified by Buyer to be true and complete to Buyer's knowledge as reminding Seller of the date thereof. If Seller disputes the amount of the Purchase Price determined by Buyer, it shall deliver to Buyer within thirty days after its receipt of Buyer's statement a statement setting (30) day response period set forth its determination of the amount of the Purchase Price. If Seller notifies Buyer of its acceptance of Buyer's statement, or if Seller fails to deliver its statement within the thirty-day period specified in the preceding sentence, Buyer's determination of the Purchase Price shall be conclusive and binding on the parties as of the last day of the thirty-day periodSection 2.2. (c) Buyer and Seller shall use good faith efforts to resolve any dispute involving the determination of the Purchase Price. If the parties are unable to resolve the dispute within fifteen days following the delivery of Seller's statement pursuant to Section 2.3.2

Manner of Determining Adjustments. The Purchase Price, taking into account (i) Any adjustments with respect to the adjustments and prorations pursuant to Section 2.3.1, will First Closing Date shall be determined as provided in this paragraph (i), with final settlement and payment by the appropriate party to be completed in accordance with the following procedures: paragraphs (aiii) Seller and (iv) of this subsection. Sellers shall prepare and deliver to Buyer not Buyers no later than five thirty (30) days before following the First Closing Date a preliminary settlement statement which shall set forth Seller's Sellers' good faith estimate of the adjustments to the Purchase Price prorations required under Section 2. 3.12.4(b). The Such preliminary settlement statement shall (A) contain all information reasonably necessary to determine the prorations under Section 2.4(b), including appropriate supporting documentation and such other information as may be reasonably requested by Buyers, and shall be certified by an officer (but without personal liability of such officer) on behalf of Sellers to be true and complete to Sellers' knowledge. (ii) Any adjustments with respect to the Purchase Price Second Closing will, insofar as feasible, be determined and paid on the Second Closing Date, with final settlement and payment by the appropriate party to be completed in accordance with paragraphs (iii) and (iv) of this subsection. Sellers shall prepare and deliver to Buyers not later than five (5) business days before the Second Closing Date a preliminary settlement statement which shall set forth Sellers' good faith estimate of the prorations under Section 2.3.12.4(c). Such preliminary settlement statement shall contain all information reasonably necessary to determine the prorations under Section 2.4(c), including appropriate supporting documentation and such other information as may be reasonably requested by Buyers, to the extent such adjustments prorations can be determined or estimated as of the date of the preliminary settlement statement, statement and such other information as may be reasonably requested by Buyer, and (B) shall be certified by Seller an officer (but without personal liability of such officer) on behalf of Sellers to be true and complete to Seller's knowledge as of the date thereofSellers' knowledge. (biii) Not later than ninety thirty (30) days after Buyers shall have received Sellers' preliminary settlement statement for the First Closing and not later than thirty (30) days after the Second Closing Date, Buyer will Buyers shall deliver to Seller Sellers a statement setting forth Buyer's Buyers' determination of any changes to the Purchase Price prorations made at the First Closing and the calculation thereof pursuant to Section 2.3.1Second Closing, respectively. Buyer's statement Buyers' statements (A) shall contain all information reasonably necessary to determine the adjustments prorations to the First Closing Purchase Price and Second Closing Purchase Price under Section 2.3.1Sections 2.4(b) and (c), respectively, including appropriate supporting documentation, and such other information as may be reasonably requested by SellerSellers, and (B) shall be certified by Buyer an officer (but without personal liability to such officer) on behalf of Buyers to be true and complete to Buyer's knowledge as Buyers' knowledge. Following the Second Closing, Sellers (and their authorized representatives) shall have the right to visit the Stations during normal business hours to verify and review such documentation upon providing reasonable notice to Buyers (such access not to unreasonably interfere with the business or operations of the date thereofStations). If Seller disputes Sellers dispute the amount of the Purchase Price prorations determined by BuyerBuyers, it they shall deliver to Buyer Buyers within thirty fifteen days after its their receipt of Buyer's statement Buyers' statements a statement setting forth its their determination of the amount of the Purchase Pricesuch prorations. If Seller notifies Buyer Sellers notify Buyers of its their acceptance of Buyer's statementBuyers' statements, or if Seller fails Sellers fail to deliver its their statement within the thirtyfifteen-day period specified in the preceding sentence, Buyer's Buyers' determination of the Purchase Price such adjustments and prorations shall be conclusive and binding on the parties as of the last day of the thirtysuch fifteen-day period. (civ) Buyer Buyers and Seller Sellers shall use good faith efforts to resolve any dispute involving the determination of the Purchase Priceprorations in connection with the Closings. If the parties are unable to resolve the any dispute within fifteen days following the delivery to Buyers of Sellerthe statements described in the penultimate sentence of Section 2.4(d)(iii), Buyers and Sellers shall jointly designate an independent certified public accountant ) (a "CPA"), who shall be knowledgeable and experienced in the operation of television broadcasting stations, to resolve such dispute. If the parties are unable to agree on the designation of a CPA, the selection of the CPA to resolve the dispute shall be submitted to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The CPA's statement resolution of the dispute shall be final and binding on the parties, and a judgment may be entered thereon in any court of competent jurisdiction. Any fees of the CPA, and, if necessary, for arbitration to select such CPA, shall be split equally between the parties. Notwithstanding anything to the contrary in this Agreement, none of the adjustments made pursuant to this Section 2.3.2shall be subject to the limitations of Section 10.4 of this Agreement.

Manner of Determining Adjustments. The Purchase Price, taking into account the adjustments and prorations pursuant to Section 2.3.1Sections 2.3(a) and (b), will be determined finally in accordance with the following procedures: (ai) Seller shall prepare and deliver to Buyer not Not later than five days before the Closing Date Date, Sellers shall prepare and deliver to Buyer a preliminary settlement statement which shall set forth Seller's Sellers’ good faith estimate of the adjustments to the Purchase Price under Section 2. 3.1. The preliminary settlement statement shall (A) contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3.1, to the extent such adjustments can be determined or estimated prorations of Sellers as of the date of Closing Date (the preliminary settlement statement, and such other information as may be reasonably requested by Buyer, and (B) be certified by Seller to be true and complete to Seller's knowledge as of the date thereof. (b) Not later than ninety days after the Closing Date, Buyer will deliver to Seller a statement setting forth Buyer's determination of the Purchase Price and the calculation thereof pursuant to Section 2.3.1“Prorations Statement”). Buyer's statement The Prorations Statement (A) shall contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3.1Sections 2.3(a) and (b), to the extent such adjustments can be determined or estimated as of the date of such statements, and such other information as may be reasonably requested by SellerBuyer, and (B) shall be certified by Buyer Sellers, to be true and complete to Buyer's knowledge as of the date thereof. (ii) No later than 30 days after the Closing Date, Buyer will deliver to Sellers a statement setting forth Buyer’s determination of the Purchase Price and the calculation thereof pursuant to Sections 2.3(a) and (b). If Seller disputes Sellers dispute the amount of the Purchase Price determined by Buyer, it they shall deliver to Buyer within thirty 30 days after its their receipt of Buyer's ’s statement a statement setting forth its Sellers’ determination of the amount of the Purchase Price. If Seller notifies Sellers notify Buyer of its their acceptance of Buyer's ’s statement, or if Seller fails Sellers fail to deliver its their statement within the thirty30-day period specified in the preceding sentence, Buyer's ’s determination of the Purchase Price shall be conclusive and binding on the parties as of the last day of the thirty30-day period. (ciii) Buyer and Seller Sellers shall use good faith efforts to resolve any dispute involving the determination of the Purchase Price. If the parties are unable to resolve the dispute within fifteen 15 days following the delivery of Seller's statement pursuant Sellers’ statement, Buyer and Sellers shall jointly designate an independent certified public accountant, who shall be knowledgeable and experienced in the operation of radio broadcasting stations, to Section 2.3.2resolve the dispute. The accountant’s resolution of the dispute shall be final and binding on the parties, and a judgment may be entered thereon in any court of competent jurisdiction. Any fees of this accountant shall be split equally between Sellers on the one hand and Buyer on the other hand.

Manner of Determining Adjustments. The Purchase Price, taking into account the adjustments and prorations pursuant to Section 2.3.1this Section, will be determined finally in accordance with the following procedures: (a) 2.2.2.1 Seller shall prepare and deliver to Buyer not later than five days (5) Business Days before the Closing Date a an itemized preliminary settlement statement (the “Preliminary Settlement Statement”) which shall set forth Seller's ’s good faith estimate of the adjustments to the Purchase Price under in accordance with Section 22.2.1 hereof. 3.1. The preliminary 2.2.2.2 If Seller and Buyer have not agreed upon a final settlement statement on or before the Closing Date, then Seller and Buyer shall (A) contain all information reasonably necessary cooperate in good faith to determine finalize such settlement statement as soon as practicable after the Closing; provided, however, the parties shall use such Seller’s good faith estimated adjustments to the Purchase Price under as set forth in the Preliminary Settlement Statement delivered pursuant to Section 2.3.1, 2.2.2.1 above for purposes of determining the amount of any estimated adjustment to the extent such adjustments can be determined Purchase Price paid by Buyer to Seller at Closing. If Seller and Buyer have not agreed upon a final settlement statement on or estimated as of before the date of the preliminary settlement statementClosing Date, and such other information as may be reasonably requested by Buyer, and (B) be certified by Seller to be true and complete to Seller's knowledge as of the date thereof. (b) Not not later than ninety sixty (60) days after the Closing Date, Buyer will shall deliver to Seller a statement (the “Buyer Adjustment Statement”) setting forth Buyer's forth, in reasonable detail, its determination of the adjustments to the Purchase Price and the calculation thereof pursuant to Section 2.3.1. Buyer's statement (A) shall contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3.1, and such other information as may be reasonably requested by Seller, and (B) shall be certified by Buyer to be true and complete to Buyer's knowledge as reminding Seller of the date thereof. If Seller disputes the amount of the Purchase Price determined by Buyer, it shall deliver to Buyer within thirty days after its receipt of Buyer's statement a statement setting (30) day response period set forth its determination of the amount of the Purchase Price. If Seller notifies Buyer of its acceptance of Buyer's statement, or if Seller fails to deliver its statement within the thirty-day period specified in the preceding sentence, Buyer's determination of the Purchase Price shall be conclusive and binding on the parties as of the last day of the thirty-day periodSection 2.2. (c) Buyer and Seller shall use good faith efforts to resolve any dispute involving the determination of the Purchase Price. If the parties are unable to resolve the dispute within fifteen days following the delivery of Seller's statement pursuant to Section 2.3.2

Manner of Determining Adjustments. The Purchase Price, taking into account the adjustments and prorations pursuant to Section 2.3.12.3(a), will be determined finally in accordance with the following procedures: (a1) 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 Section 2. 3.12.3(a). The preliminary settlement statement shall (A) shall contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3.12.3(a), to the extent such adjustments can be determined or estimated as of the date of the preliminary settlement statement, and such other information as may be reasonably requested by Buyer, and (B) shall be certified by Seller to be materially true and complete to the best of Seller's knowledge as of the date thereof. Buyer and Seller shall use their good faith efforts to agree upon the adjustments under Section 2.3(a) hereof prior to the Closing. The Purchase Price payable at Closing under Section 2.3 shall be increased or decreased, as applicable, based on the adjustments set forth in the preliminary settlement statement except that any adjustments set forth in the preliminary settlement statement to which Buyer objects in good faith shall be deemed omitted from such preliminary settlement statement and shall instead be determined as part of the post-closing adjustments under this Section 2.3(b). (b2) Not No later than ninety 45 days after the Closing Date, Buyer will deliver to Seller a statement setting forth Buyer's determination of the Purchase Price and the calculation thereof as adjusted pursuant to Section 2.3.1. Buyer's statement (A) shall contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3.1, and such other information as may be reasonably requested by Seller, and (B) shall be certified by Buyer to be true and complete to Buyer's knowledge as of the date thereof2.3(b). If Seller disputes the amount of the Purchase Price determined by Buyer, it shall deliver to Buyer within thirty 45 days after its receipt of Buyer's statement a statement setting forth its determination of the amount of the Purchase PricePrice (the "Seller Statement"). If Seller notifies Buyer of its acceptance of Buyer's statement, or if Seller fails to deliver its statement within the thirty45-day period specified in the preceding sentence, Buyer's determination of the Purchase Price shall be conclusive and binding on the parties as of the last day of the thirty45-day period. (c3) Buyer and Seller shall use good faith efforts to resolve any dispute involving the determination of the Purchase Price. If the parties are unable to resolve the dispute within fifteen 15 days following the delivery of Seller's statement Statement, Buyer and Seller shall jointly designate an independent certified public accountant, who shall be knowledgeable and experienced in accounting for non-commercial radio broadcasting stations within forty-five days following delivery of Seller's Statement, to resolve the dispute. If Seller and Buyer fail to agree to the appointment of such certified public accountant within said forty-five day period, either party may submit to the American Arbitration Association for the appointment of such accountant under the commercial arbitration rules of the American Arbitration Association. The accountant's resolution of the dispute shall be final and binding on the parties, and a judgment may be entered thereon in any court of competent jurisdiction. Any fees of such accountant shall be split equally between the parties. (4) If the Purchase Price as finally determined pursuant to this Section 2.3(b) exceeds the Purchase Price paid by Buyer on the Closing Date (the "Estimated Purchase Price"), Buyer shall pay to Seller, in immediately available funds within five days after the date on which the Purchase Price is finally determined pursuant to this Section 2.3(b), the difference between the Purchase Price and the Estimated Purchase Price. If the Purchase Price as finally determined pursuant to Section 2.3.22.3(b) is less than the Estimated Purchase Price, Seller shall pay to Buyer, in immediately available funds within five days after the date on which the Purchase Price is finally determined pursuant to this Section 2.3(b), the difference between the Purchase Price and the Estimated Purchase Price.

Manner of Determining Adjustments. The Purchase Price, taking into account the adjustments and prorations pursuant to Section 2.3.12.3(a), will be determined finally in accordance with the following procedures: (a1) 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 Purchase Price and any adjustments to the Purchase Price under Section 2. 3.12.3(a). The preliminary settlement statement shall (A) shall contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3.12.3(a), to the extent such adjustments can be determined or estimated as of the date of the preliminary settlement statement, and such other information as may be reasonably requested by Buyer, and (B) shall be certified by Seller to be true and complete to Seller's knowledge as of the date thereof. (b2) Not No later than ninety 90 days after the Closing Date, Buyer will deliver to Seller a statement setting forth Buyer's determination of the Purchase Price and the calculation thereof pursuant to Section 2.3.1. Buyer's statement (A) shall contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3.1, and such other information as may be reasonably requested by Seller, and (B) shall be certified by Buyer to be true and complete to Buyer's knowledge as of the date thereof2.3(a). If Seller disputes the amount of the Purchase Price determined by Buyer, it shall deliver to Buyer within thirty 30 days after its receipt of Buyer's statement a statement setting forth its determination of the amount of the Purchase Price. If Seller notifies Buyer of its acceptance of Buyer's statement, or if Seller fails to deliver its statement within the thirty-day period specified in the preceding sentence, Buyer's determination of the Purchase Price shall be conclusive and binding on the parties as of the last day of the thirty-day period.'s (c3) Buyer and Seller shall use good faith efforts to resolve any dispute involving the determination of the Purchase PricePrice and any adjustments thereto. If the parties are unable to resolve the dispute within fifteen 15 days following the delivery of Seller's statement pursuant or Buyer's statement, as the case may be, Buyer and Seller shall jointly designate an independent certified public accountant, who shall be knowledgeable and experienced in the operation of television broadcasting stations, to Section 2.3.2resolve the dispute. The accountant's resolution of the dispute shall be final and binding on the parties, and a judgment may be entered thereon in any court of competent jurisdiction. Any fees of this accountant shall be split equally between the parties.

Manner of Determining Adjustments. The Purchase Price, taking into account the adjustments and prorations pursuant to Section 2.3.12.3(b), will be determined in accordance with the following procedures: (ai) Seller Sellers shall prepare and deliver to Buyer not later than five (5) days before the Closing Date a preliminary settlement statement which shall set forth Seller's Sellers' good faith estimate of the adjustments to the Purchase Price under Section 2. 3.12.3(b). The preliminary settlement statement shall (A) contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3.12.3(b) as to the Stations, to the extent such adjustments can be determined or estimated as of the date of the preliminary settlement statement, and such other information as may be reasonably requested by Buyer, and (B) be certified by Seller Sellers to be true and complete to Seller's knowledge Sellers' Knowledge as of the date thereof. (bii) Not later than ninety (90) days after the Closing Date, Buyer will deliver to Seller Sellers a statement setting forth Buyer's determination of the Purchase Price and the calculation thereof pursuant to Section 2.3.1Section 2.3(b) as to the Stations. Buyer's statement (A) shall contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3.12.3(b), and such other information as may be reasonably requested by SellerSellers, and (B) shall be certified by Buyer to be true and complete to Buyer's knowledge as of the date thereof. If Seller disputes Sellers dispute the amount of the such Purchase Price determined by Buyer, it they shall deliver to Buyer within thirty (30) days after its receipt of Buyer's statement a statement setting forth its their determination of the amount of the such Purchase Price. If Seller notifies Sellers notify Buyer of its acceptance of Buyer's statement, or if Seller fails Sellers fail to deliver its their statement within the thirty-day thirty (30)-day period specified in the preceding sentence, Buyer's determination of the Purchase Price shall be conclusive and binding on the parties as of the last day of the thirty-day thirty (30)-day period. (ciii) Buyer and Seller Sellers shall use good faith efforts to resolve any dispute involving the determination of the Purchase PricePrice paid by Buyer at the Closing. If the parties are unable to resolve the dispute within fifteen forty-five (45) days following the delivery of Sellerall of Buyer's statement statements to be provided pursuant to Section 2.3.22.3(c)(ii) after the Closing, Buyer and Sellers shall jointly designate an independent certified public accounting firm of national standing which has not regularly provided services to either the Buyer or Sellers in the last three (3) years, who shall be knowledgeable and experienced in the operation of radio broadcasting stations, to resolve the dispute. If the parties are unable to agree on the designation of an independent certified public accounting firm, the selection of the accounting firm to resolve the dispute shall be submitted to arbitration to be held in Baltimore, Maryland, in accordance with the commercial arbitration rules of the American Arbitration Association. The accounting firm's resolution of the dispute shall be final and binding on the parties, and a judgment may be entered thereon in any court of competent jurisdiction. Any fees of this accounting firm, and, if necessary, for arbitration to select such accountant, shall be divided equally between the parties.