Common use of Manner of Determining Adjustments Clause in Contracts

Manner of Determining Adjustments. (i) Any adjustments 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. Seller 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 good faith estimate of the prorations under Section 2.3(b). The preliminary settlement statement shall contain all information reasonably necessary to determine the prorations under Section 2.3(b), including appropriate supporting documentation and such other information as may be reasonably requested by Buyer, to the extent such prorations can be determined or estimated as of the date of the preliminary settlement statement and shall be certified by an officer (but without personal liability of such officer) on behalf of Seller to be true and complete to Seller's knowledge. (ii) Not later than ninety (90) days after the Closing Date, Buyer shall deliver to Seller a statement setting forth Buyer's determination of any changes to the prorations made at the Closing. Buyer's statement (A) shall contain all information reasonably necessary to determine the prorations to the Purchase Price under Section 2.3(b), including appropriate supporting documentation, and such other information as may be reasonably requested by Seller, and (B) shall be certified by an officer (but without personal liability to such officer) on behalf of Buyer to be true and complete to Buyer's knowledge. Seller (and its 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 Buyer (such access not to unreasonably interfere with the business or operations of the Stations). If Seller disputes the prorations determined by Buyer, it shall deliver to Buyer within fifteen (15) days after its receipt of Buyer's statement a statement setting forth its determination of such prorations. If Seller notifies Buyer of its acceptance of Buyer's statement, or if Seller fails to deliver its statement within the fifteen (15) day period specified in the preceding sentence, Buyer's determination of such adjustments and prorations shall be conclusive and binding on the parties as of the last day of such fifteen (15) day period. (iii) Buyer and Seller shall use good faith efforts to resolve any dispute involving the determination of the prorations in connection with the Closing. If the parties are unable to resolve any dispute within fifteen days following the delivery to Buyer of the statement described in the penultimate sentence of Section 2.3(c)(ii), Buyer and Seller shall jointly designate a nationally recognized firm of independent certified public accountants (the "Neutral Auditors") to resolve such dispute. If the parties are unable to agree on the designation of the Neutral Auditors, then a nationally recognized accounting firm will be selected by lot from two names submitted by Seller and two names submitted by Buyer, none of which shall be employed by Seller or Buyer or any of their respective affiliates. The Neutral Auditors' resolution of the dispute shall be made within sixty (60) days of their selection, shall be based on presentations by Seller and Buyer and not by independent financial audit and shall be final and binding on the parties. The Neutral Auditors' resolution of the dispute may be enforced by any court of competent jurisdiction. Fees of the Neutral Auditors shall be split equally between the parties.

Manner of Determining Adjustments. The Purchase Price, taking into account the adjustments and prorations pursuant to SECTIONS 2.3(a) and (ib) Any adjustments will, insofar as feasible, will be determined and paid on finally in accordance with the Closing Date, with final settlement and payment by the appropriate party occurring no later than ninety following procedures: (90a) days after the Closing Date or such other date as the parties shall mutually agree upon. Seller shall prepare and deliver to Buyer not Not later than five (5) days before the Closing Date Date, (A) Seller shall prepare and deliver to Buyer a preliminary settlement statement which shall set forth Seller's good faith estimate of the prorations adjustments to the Purchase Price under Section 2.3(bSECTIONS 2.3(a) and (b) as of the Closing Date (the "Prorations Statement"). The preliminary settlement statement Prorations Statement (A) shall contain all information reasonably necessary to determine the prorations adjustments to the Purchase Price under Section 2.3(bSECTIONS 2.3(a) and (b), including appropriate supporting documentation to the extent such adjustments can be determined or estimated as of the date of such statement, and such other information as may be reasonably requested by Buyer, to the extent such prorations can be determined or estimated as of the date of the preliminary settlement statement and (B) shall be certified by an officer (but without personal liability of such officer) on behalf of Seller to be true and complete as of the date thereof. The adjustments to Seller's knowledgethe Purchase Price to be made at Closing shall be based upon the Prorations Statement, except that any item disputed by Buyer shall be omitted therefrom. (iib) Not later than ninety sixty (9060) days after the Closing Date, Buyer shall will deliver to Seller a statement setting forth Buyer's determination of any changes to the prorations made at the Closing. Buyer's statement (A) shall contain all information reasonably necessary to determine the prorations to the Purchase Price under Section 2.3(b), including appropriate supporting documentation, and such other information as may be reasonably requested by Seller, the calculation thereof pursuant to SECTIONS 2.3(a) and (B) shall be certified by an officer (but without personal liability to such officer) on behalf of Buyer to be true and complete to Buyer's knowledge. Seller (and its 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 Buyer (such access not to unreasonably interfere with the business or operations of the Stationsb). If Seller disputes the prorations amount of the Purchase Price determined by Buyer, it Seller shall deliver to Buyer within fifteen thirty (1530) days after its receipt of Buyer's statement a statement setting forth its Seller's determination of such prorationsthe 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 fifteen thirty (1530) day period specified in the preceding sentence, Buyer's determination of such adjustments and prorations the Purchase Price shall be conclusive and binding on the parties as of the last day of such fifteen the thirty (1530) day period. (iiic) Buyer and Seller shall use good faith efforts to resolve any dispute involving the determination of the prorations in connection with the ClosingPurchase Price. If the parties are unable to resolve any the dispute within fifteen (15) days following the delivery to Buyer of the statement described in the penultimate sentence of Section 2.3(c)(ii)Seller's statement, Buyer and Seller shall jointly designate a nationally recognized firm of an independent certified public accountants (accountant, who shall be knowledgeable and experienced in the "Neutral Auditors") operation of radio broadcasting stations, to resolve such the dispute. If the parties are unable to agree on the designation of the Neutral Auditors, then a nationally recognized accounting firm will be selected by lot from two names submitted by Seller and two names submitted by Buyer, none of which shall be employed by Seller or Buyer or any of their respective affiliates. The Neutral Auditors' accountant's resolution of the dispute shall be made within sixty (60) days of their selection, shall be based on presentations by Seller and Buyer and not by independent financial audit and shall be final and binding on the parties. The Neutral Auditors' resolution of the dispute , and a judgment may be enforced by entered thereon in any court of competent jurisdiction. Fees Any fees of the Neutral Auditors this accountant shall be split equally between Seller on the partiesone hand and Buyer on the other hand.

Manner of Determining Adjustments. The Purchase Price, taking into account the Escrow Deposit and the adjustments and prorations pursuant to Section 2.3(c), will be determined finally in accordance with the following procedures: (i) Any adjustments 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. Seller shall prepare and deliver to Buyer not Not later than five (5) days before the Closing Date TBA Date, (A) Seller shall prepare and deliver to Buyer a preliminary settlement statement which shall set forth Seller's good faith estimate of the prorations under Section 2.3(bfor the Station as of the TBA Date (the "Prorations Statement"). The preliminary settlement statement Prorations Statement (A) shall contain all information reasonably necessary to determine the prorations adjustments to the Purchase Price under Section 2.3(b2.3(c), including appropriate supporting documentation to the extent such adjustments can be determined or estimated as of the date of such statement, and such other information as may be reasonably requested by Buyer, to the extent such prorations can be determined or estimated as of the date of the preliminary settlement statement and (B) shall be certified by an officer (but without personal liability of such officer) on behalf of Seller to be true and complete to as Seller's knowledgegood faith estimate. (ii) Not later than ninety sixty (9060) days after the Closing TBA Date, Buyer shall will deliver to Seller a statement setting forth Buyer's determination of any changes to the prorations made at the Closing. Buyer's statement (A) shall contain Purchase Price, all information reasonably necessary to determine the prorations to the Purchase Price under Section 2.3(b), including appropriate supporting documentationadjustments, and such other information as may be reasonably requested by Seller, and (B) shall be certified by an officer (but without personal liability the calculation thereof pursuant to such officer) on behalf of Buyer to be true and complete to Buyer's knowledge. Seller (and its 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 Buyer (such access not to unreasonably interfere with the business or operations of the StationsSection 2.3(c). If Seller disputes the prorations amount of the Purchase Price determined by Buyer, it Seller shall deliver to Buyer within fifteen thirty (1530) days after its receipt of Buyer's statement a statement setting forth its Seller's determination of such prorationsthe 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 fifteen thirty (1530) day period specified in the preceding sentence, Buyer's determination of such adjustments and prorations the Purchase Price shall be conclusive and binding on the parties as of the last day of such fifteen the thirty (1530) day period. If Buyer fails to deliver the statement setting forth Buyer's determination of the Purchase Price within sixty (60) days after the TBA Date, Seller's Prorations Statement shall be conclusive and binding on the parties. (iii) Buyer and Seller shall use good faith efforts to resolve any dispute involving the determination of the prorations in connection with the ClosingPurchase Price. If the parties are unable to resolve any the dispute within fifteen thirty (30) days following the delivery to Buyer of the statement described in the penultimate sentence of Section 2.3(c)(ii)Seller's statement, Buyer and Seller shall jointly designate a nationally recognized firm of an independent certified public accountants (the "Neutral Auditors") to resolve such dispute. If the parties are unable to agree on the designation of the Neutral Auditorsaccountant, then a nationally recognized accounting firm will be selected by lot from two names submitted by Seller and two names submitted by Buyer, none of which who shall be employed by knowledgeable and experienced in the operation of television broadcasting stations, and who has not performed services for Buyer or Seller or Buyer or any of their respective affiliates, to resolve the dispute. The Neutral Auditors' accountant's resolution of the dispute shall be made within sixty (60) days of their selection, shall be based on presentations by Seller and Buyer and not by independent financial audit and shall be final and binding on the parties. The Neutral Auditors' resolution of the dispute , and a judgment may be enforced by entered thereon in any court of competent jurisdiction. Fees Any fees of the Neutral Auditors this accountant shall be split equally between Seller on the partiesone hand and Buyer on the other hand. (iv) Amounts payable to the Station from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office that relate to the period prior to the Closing Date may not be determinable or paid within the period provided in this Section 2.3 for final determination of adjustments. In that event, notwithstanding the provisions of this Section 2.3, Buyer and Seller agree to cooperate fully in future copyright filings and to allocate any future copyright proceeds in accordance with Section 2.3 until such time as all such proceeds with respect to the period prior to the TBA Date are paid.

Manner of Determining Adjustments. (i) Any The Closing Payment, taking into account the adjustments willpursuant to Sections 2.3(a), insofar as feasible, will be determined finally in accordance with Section 2.4 and paid on the Closing Date, with final settlement and payment by the appropriate party occurring no later than ninety following procedures: (901) days after the Closing Date or such other date as the parties shall mutually agree upon. Seller Celarix shall prepare and deliver to Buyer GXS Holdings not later than five three (53) days before the Closing Date a preliminary settlement statement which shall set forth Seller's Celarix’s good faith estimate of the prorations under Section 2.3(b)amount of Working Capital. The preliminary settlement statement shall contain all information reasonably necessary to determine the prorations under Section 2.3(b), including appropriate supporting documentation and such other information as may be reasonably requested by Buyer, to the extent such prorations can be determined or estimated as of the date of the preliminary settlement statement and shall be certified by an officer (but without personal liability of such officer) on behalf of Seller to be true and complete to Seller's knowledge. (ii) Not later than ninety (90) days after the Closing Date, Buyer shall deliver to Seller a statement setting forth Buyer's determination of any changes to the prorations made at the Closing. Buyer's statement (A) shall contain all information reasonably necessary to determine the prorations calculation of Working Capital, as estimated by Celarix and the resulting adjustments to the Purchase Price under Section 2.3(b), including appropriate supporting documentationEstimated Closing Payment, and such other information as may be reasonably requested by SellerGXS Holdings, and (B) shall be certified by an officer (but without personal liability to such officer) on behalf of Buyer Celarix to be true and complete to Buyer's knowledge. Seller (and its 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 Buyer (such access not to unreasonably interfere with the business or operations as of the Stations)Closing Date. (2) No later than seventy-five (75) days after the Closing Date, GXS Holdings will deliver, or cause to be delivered, to Celarix a statement setting forth GXS Holdings’ determination of Working Capital and the resulting adjustments to the Closing Payment. If Seller Celarix disputes the prorations amount of the Closing Payment or Working Capital determined by BuyerGXS Holdings, it shall deliver to Buyer GXS Holdings within fifteen thirty (1530) days after its receipt of Buyer's GXS Holdings’ statement a written statement (an “Objection Notice”) setting forth its determination of such prorationsin reasonable detail the items on GXS Holdings’ statement disputed and shall describe in reasonable detail the basis for the objection, as well as the amount in dispute. If Seller Celarix notifies Buyer GXS Holdings of its acceptance of Buyer's GXS Holdings’ statement, or if Seller Celarix fails to deliver its statement within the fifteen (15) 30-day period specified in the preceding sentence, Buyer's GXS Holdings’ determination of such adjustments and prorations the Closing Payment shall be conclusive and binding on the parties as of the last day of such fifteen (15) the 30-day period. (iii3) Buyer GXS Holdings and Seller Celarix shall use good faith efforts to resolve any dispute involving the determination of the prorations in connection with the ClosingClosing Payment or Working Capital. If the parties are unable to resolve any the dispute within fifteen (15) days following the delivery of an Objection Notice, any unresolved disputed items shall be promptly referred to Buyer of the statement described in the penultimate sentence of Section 2.3(c)(ii), Buyer and Seller shall jointly designate a nationally recognized Deloitte & Touche LLP (or such other public accounting firm of independent certified public accountants (national reputation as the "Neutral Auditors"parties may mutually agree) to resolve such the dispute. If the parties are unable to agree on the designation of the Neutral Auditors, then a nationally recognized accounting firm will be selected by lot from two names submitted by Seller and two names submitted by Buyer, none of which shall be employed by Seller or Buyer or any of their respective affiliates. The Neutral Auditors' Such accountant’s resolution of the dispute shall be made within sixty (60) days of their selection, shall be based on presentations by Seller and Buyer and not by independent financial audit and shall be final and binding on the parties. The Neutral Auditors' resolution of the dispute , and a judgment may be enforced by entered thereon in any court of competent jurisdiction. Fees Any fees of the Neutral Auditors this accountant shall be split equally between the parties.

Manner of Determining Adjustments. (i) Any adjustments 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. Seller shall prepare and deliver to Buyer not later than Within five (5) days before Business Days after the Closing, Sellers shall deliver to Purchaser a statement (the “Sellers Adjustment Statement”) setting forth in reasonable detail (x) the Closing Date a preliminary settlement statement which shall set forth Seller's good faith estimate Inventory Valuation and the Accounts Receivable Amount, including the summary spreadsheet of the prorations under Section 2.3(b). The preliminary settlement statement shall contain all information reasonably necessary components of the Accounts Receivable Amount in the format previously furnished to determine the prorations under Section 2.3(b)Purchaser, including appropriate supporting documentation a list of outstanding invoices, and such other information as may be reasonably requested by Buyer, (z) Sellers’ calculation of the adjustments to the extent such prorations can be determined or estimated as of the date of the preliminary settlement statement and shall be certified by an officer (but without personal liability of such officer) on behalf of Seller to be true and complete to Seller's knowledgePurchase Price. (ii) Not later than ninety Purchaser shall have ten (9010) days Business Days after receipt by Purchaser of the Closing DateSellers Adjustment Statement (the “Purchaser Review Period”) to review the Sellers Adjustment Statement. If Purchaser disputes the Sellers Adjustment Statement, Buyer then Purchaser shall deliver to Seller Sellers within the Purchaser Review Period a statement setting forth Buyer's in reasonable detail Purchaser’s reasons for such dispute (the “Purchaser Adjustment Statement”). If Purchaser notifies Sellers of its acceptance of the Sellers Adjustment Statement, or if Purchaser fails to deliver the Purchaser Adjustment Statement within the Purchaser Review -13- (iii) Sellers shall have five (5) Business Days after its receipt by Sellers of the Purchaser Adjustment Statement (the “Sellers Review Period”) to review the Purchaser Adjustment Statement. If Sellers dispute the Purchaser Adjustment Statement, then Sellers shall deliver to Purchaser within the Sellers Review Period a statement notifying Purchaser of such dispute and setting forth in reasonable detail Sellers’ reasons for such dispute (the “Sellers Dispute Statement”). If Sellers notify Purchaser of their acceptance of the Purchaser Adjustment Statement, or if Sellers fail to deliver the Sellers Dispute Statement within the Sellers Review Period, then Purchaser’s determination of any changes to the prorations made at the Closing. Buyer's statement (A) shall contain all information reasonably necessary to determine the prorations adjustments to the Purchase Price under Section 2.3(b), including appropriate supporting documentation, and such other information as may be reasonably requested by Seller, and (B) shall be certified by an officer (but without personal liability to such officer) on behalf of Buyer to be true and complete to Buyer's knowledge. Seller (and its 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 Buyer (such access not to unreasonably interfere with the business or operations of the Stations). If Seller disputes the prorations determined by Buyer, it shall deliver to Buyer within fifteen (15) days after its receipt of Buyer's statement a statement setting set forth its determination of such prorations. If Seller notifies Buyer of its acceptance of Buyer's statement, or if Seller fails to deliver its statement within the fifteen (15) day period specified in the preceding sentence, Buyer's determination of such adjustments and prorations Purchaser Adjustment Statement shall be conclusive and binding on the parties as of the date of notification of such acceptance, or the last day of the Sellers Review Period, and the appropriate party shall promptly pay to the other party in immediately available funds the amount of any such fifteen (15) day periodadjustment. (iiiiv) Buyer Sellers and Seller Purchaser shall use good faith efforts to resolve any dispute involving the determination of any adjustments to the prorations in connection with the ClosingPurchase Price. If the parties are unable to resolve any the dispute within fifteen days following the delivery to Buyer of the statement described identified in the penultimate sentence of Section 2.3(c)(ii)Sellers Dispute Statement within five (5) Business Days after Seller delivers to Purchaser the Seller Dispute Statement, Buyer and Seller shall jointly designate a nationally recognized firm of independent certified public accountants (then either Sellers or Purchaser may thereafter petition the "Neutral Auditors") Bankruptcy Court to resolve such dispute. If the parties are unable to agree on dispute identified in the designation of the Neutral Auditors, then a nationally recognized accounting firm will be selected by lot from two names submitted by Seller and two names submitted by Buyer, none of which shall be employed by Seller or Buyer or any of their respective affiliatesSellers Dispute Statement. The Neutral Auditors' Bankruptcy Court’s resolution of the dispute shall be made within sixty (60) days of their selection, shall be based on presentations by Seller and Buyer and not by independent financial audit and shall be final and binding on the parties. The Neutral Auditors' resolution , and the appropriate party shall promptly pay to the other party in immediately available funds the amount of the dispute may be enforced by any court of competent jurisdiction. Fees of the Neutral Auditors shall be split equally between the partiessuch adjustment.

Manner of Determining Adjustments. (i) Any The Purchase Price, taking into account the adjustments willpursuant to Section 3.4(c), insofar as feasible, will be determined and paid on finally in accordance with the Closing Date, with final settlement and payment by the appropriate party occurring no later than ninety following procedures:. (901) days after the Closing Date or such other date as the parties shall mutually agree upon. Seller BBTC shall prepare and deliver to Buyer CNI not later than five (5) days before the Closing Date a preliminary settlement statement which shall set forth SellerBBTC's good faith estimate of the prorations adjustments to the Purchase Price under Section 2.3(b3.4(c). The preliminary settlement statement (A) shall contain all information reasonably necessary to determine the prorations adjustments to the Purchase Price under Section 2.3(b3.4(c), including appropriate supporting documentation and such other information as may be reasonably requested by Buyer, to the extent such prorations adjustments can be determined or estimated as of the date of the preliminary settlement statement and shall be certified by an officer (but without personal liability of such officer) on behalf of Seller to be true and complete to Seller's knowledge. (ii) Not later than ninety (90) days after the Closing Date, Buyer shall deliver to Seller a statement setting forth Buyer's determination of any changes to the prorations made at the Closing. Buyer's statement (A) shall contain all information reasonably necessary to determine the prorations to the Purchase Price under Section 2.3(b), including appropriate supporting documentationstatement, and such other information as may be reasonably requested by SellerCNI, and (B) shall be certified by an officer (but without personal liability to such officer) on behalf of Buyer BBTC to be true and complete to BuyerBBTC's knowledge. Seller (and its 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 Buyer (such access not to unreasonably interfere with the business or operations knowledge as of the Stationsdate thereof. (2) No later than 30 days after the Closing Date, CNI will deliver to BBTC a statement setting forth CNI's determination of the Purchase Price and the calculation thereof pursuant to Section 3.4(c). If Seller BBTC disputes the prorations amount of the Purchase Price determined by BuyerCNI, it shall deliver to Buyer CNI within fifteen (15) 30 days after its receipt of BuyerCNI's statement a statement setting forth its determination of such prorationsthe amount of the Purchase Price. If Seller BBTC notifies Buyer CNI of its acceptance of BuyerCNI's statement, or if Seller BBTC fails to deliver its statement within the fifteen (15) 30-day period specified in the preceding sentence, BuyerCNI's determination of such adjustments and prorations the Purchase Price shall be conclusive and binding on the parties as of the last day of such fifteen (15) the 30-day period. (iii3) Buyer CNI and Seller BBTC shall use good faith efforts to resolve any dispute involving the determination of the prorations in connection with the ClosingPurchase Price. If the parties are unable to resolve any the dispute within fifteen days following the delivery to Buyer of the statement described in the penultimate sentence of Section 2.3(c)(ii)BBTC's statement, Buyer CNI and Seller BBTC shall jointly designate a nationally recognized firm of an independent certified public accountants (accountant, who shall be knowledgeable and experienced in the "Neutral Auditors") operation of television broadcasting stations, to resolve such the dispute. If the parties are unable to agree on the designation of the Neutral Auditors, then a nationally recognized accounting firm will be selected by lot from two names submitted by Seller and two names submitted by Buyer, none of which shall be employed by Seller or Buyer or any of their respective affiliates. The Neutral Auditors' accountant's resolution of the dispute shall be made within sixty (60) days of their selection, shall be based on presentations by Seller and Buyer and not by independent financial audit and shall be final and binding on the parties. The Neutral Auditors' resolution of the dispute , and a judgment may be enforced by entered thereon in any court of competent jurisdiction. Fees Any fees of the Neutral Auditors 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(b), will be determined in accordance with the following procedures: (i) Any adjustments 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. Seller shall prepare and deliver to Buyer not later than five (5) days before prior to the Closing Date a preliminary settlement statement which shall set forth Seller's ’s good faith estimate of the prorations adjustments to the Purchase Price under Section 2.3(b). The preliminary settlement statement shall (A) contain all information reasonably necessary to determine the prorations adjustments to the Purchase Price under Section 2.3(b), including appropriate supporting documentation and such other information as may be reasonably requested by Buyer, to the extent such prorations adjustments can be determined or estimated as of the date of the preliminary settlement statement statement, and shall such other information as may be reasonably requested by Buyer, and (B) be certified by an officer (but without personal liability of such officer) on behalf of Seller to be true and complete to Seller's knowledge’s Knowledge as of the date thereof. (ii) Not later than ninety (90) days after the Closing Date, Buyer shall will deliver to Seller a statement setting forth Buyer's ’s determination of any changes the Purchase Price and the calculation thereof pursuant to the prorations made at the ClosingSection 2.3(b). Buyer's ’s statement (A) shall contain all information reasonably necessary to determine the prorations adjustments to the Purchase Price under Section 2.3(b), including appropriate supporting documentation, ) and such other information as may be reasonably requested by Seller, and (B) shall be certified by an officer (but without personal liability to such officer) on behalf of Buyer to be true and complete to Buyer's knowledge. Seller (and its 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 Buyer (such access not to unreasonably interfere with the business or operations ’s knowledge as of the Stations)date thereof. If Seller disputes the prorations amount of such Purchase Price determined by Buyer, it Seller shall deliver to Buyer within fifteen thirty (1530) days after its receipt of Buyer's ’s statement a statement setting forth its Seller’s determination of the amount of such prorationsPurchase Price. If Seller notifies Buyer of its acceptance of Buyer's ’s statement, or if Seller fails to deliver its statement within the fifteen thirty (1530) day period specified in the preceding sentence, Buyer's ’s determination of such adjustments and prorations the Purchase Price shall be conclusive and binding on the parties as of the last day of such fifteen the thirty (1530) day period. (iii) Buyer and Seller shall use good faith efforts to resolve any dispute involving the determination of the prorations in connection with Purchase Price paid by Buyer at the Closing. If the parties are unable to resolve any the dispute within fifteen forty five (45) days following the delivery of all of Buyer’s statements to Buyer of the statement described in the penultimate sentence of be provided pursuant to Section 2.3(c)(ii)) after the Closing, Buyer and Seller shall jointly designate a nationally recognized firm of an independent certified public accountants accounting firm of national standing which has not regularly provided services to either the Buyer or Seller in the last three (3) years (“Independent Accountants”), who shall be knowledgeable and experienced in the "Neutral Auditors") operation of television broadcasting stations, to resolve such the dispute. If the parties are unable to agree on the designation of an independent certified public accounting firm, the Neutral Auditors, then a nationally recognized selection of the accounting firm will be selected by lot from two names submitted by Seller and two names submitted by Buyer, none of which to resolve the dispute shall be employed by Seller or Buyer or any submitted to arbitration to be held in Baltimore, Maryland, in accordance with the commercial arbitration rules of their respective affiliatesthe American Arbitration Association. The Neutral Auditors' accounting firm’s resolution of the dispute shall be made within sixty (60) days of their selection, shall be based on presentations by Seller and Buyer and not by independent financial audit and shall be final and binding on the parties. The Neutral Auditors' resolution of the dispute , and a judgment may be enforced by entered thereon in any court of competent jurisdiction. Fees Any fees of the Neutral Auditors Independent Accountants, and, if necessary, for arbitration to select such firm, shall be split divided equally between the parties. (iv) Each of Buyer and Seller shall permit the other and the other’s representatives access to its internal accounting records used in connection with the preparation of the settlement statement or Seller’s response thereto or any calculations made pursuant to either of them.

Manner of Determining Adjustments. (i) Any adjustments 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 within the Closing Date or such other date as the parties shall mutually agree upontime frame described in this Section 2.4(c). Seller shall prepare and deliver to Buyer not later than five (5) days Business Days before the Closing Date a preliminary settlement statement which shall set forth Seller's good faith estimate of the prorations under Section 2.3(b2.4(b). The preliminary settlement statement shall contain all information reasonably necessary to determine the prorations under Section 2.3(b2.4(b), including appropriate supporting documentation and such other information as may be reasonably requested by Buyer, to the extent such prorations can be determined or estimated as of the date of the preliminary settlement statement and shall be certified by an officer (but without personal liability of such officer) on behalf of Seller to be true and complete to Seller's knowledge. (ii) Not later than ninety (90) days after the Closing Date, Buyer shall deliver to Seller a statement setting forth Buyer's determination of any changes to the prorations made at the Closing. Buyer's statement (A) shall contain all information reasonably necessary to determine the prorations to the Purchase Price under Section 2.3(b2.4(b), including appropriate supporting documentation, and such other information as may be reasonably requested by Seller, and (B) shall be certified by an officer (but without personal liability to such officer) on behalf of Buyer to be true and complete to Buyer's knowledge. Seller (and its authorized representatives) shall have the right to visit the Stations Station during normal business hours to verify and review such documentation upon providing reasonable notice to Buyer (such access not to unreasonably interfere with the business or operations operation of the StationsStation). If Seller disputes the prorations determined by Buyer, it Seller shall deliver to Buyer within fifteen thirty (1530) days after its Seller's receipt of Buyer's statement a statement setting forth its Seller's determination of such prorations. If Seller notifies Buyer of its acceptance of Buyer's statement, or if Seller fails to deliver its statement within the fifteen thirty (1530) day period specified in the preceding sentence, Buyer's determination of such adjustments and prorations shall be conclusive and binding on the parties as of the last day of such fifteen thirty (1530) day period. (iii) Buyer and Seller shall use good faith efforts to resolve any dispute involving the determination of the prorations in connection with the Closing. If the parties are unable to resolve any dispute within fifteen (15) days following the delivery to Buyer of the statement described in the penultimate sentence of Section 2.3(c)(ii2.4(c)(ii), Buyer and Seller shall jointly designate a nationally recognized firm of independent certified public accountants (the "Neutral AuditorsIndependent Accounting Firm") to resolve such dispute. If the parties are unable to agree on the designation of the Neutral AuditorsIndependent Accounting Firm, then a nationally recognized accounting firm will be selected by lot from two names submitted by Seller and two names submitted by Buyer, none of which shall be employed by Seller or Buyer or any of their respective affiliatesAffiliates. The Neutral Auditors' Independent Accounting Firm's resolution of the dispute shall be made within sixty (60) days of their selection, shall be based on presentations by Seller and Buyer and not by independent financial audit and shall be final and binding on the parties. The Neutral Auditors' Independent Accounting Firm's resolution of the dispute may be enforced by any court of competent jurisdiction. Fees of the Neutral Auditors Independent Accounting Firm shall be split equally between the parties.