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(a), will be determined finally in accordance with the following procedures: (1) Sellers 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 Sellers' good faith estimate of the adjustments to the Purchase Price under Section 2.3(a). The preliminary settlement statement shall contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3(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 shall be certified by Sellers to be Sellers' good faith estimate as of the date thereof. (2) As promptly as practical after the Closing, but in any event not later than sixty 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 Section 2.3(a). Buyer's statement shall contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3(a), and such other information as may be reasonably requested by either Seller, and shall be certified by Buyer to be true and complete as of the date thereof. If Sellers dispute the amount of the Purchase Price determined by Buyer, they shall deliver to Buyer within thirty days after their receipt of Buyer's statement a statement setting forth their determination and calculation of the amount of the Purchase Price. If Sellers notify Buyer of their acceptance of Buyer's statement, or if Sellers fail 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. (3) Buyer and 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 days following the delivery of Sellers' statement pursuant to Section 2.3(b)(2), 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 resolve the dispute. If the parties are unable to agree on the designation of an independent certified public accountant, the selection of the accountant to resolve the dispute shall be submitted to arbitration in accordance with Section 11.3. 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(a), will be determined finally in accordance with the following procedures: (1i) Sellers shall prepare and deliver to Buyer not later than five (5) business days before on the First Closing Date and the License Closing Date, as applicable, a preliminary settlement statement which shall set forth Sellers' ’ good faith estimate of the adjustments to the Purchase Price under Section 2.3(a). The Such preliminary settlement statement shall (A) contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3(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 shall (B) be certified by Sellers to be true and complete to Sellers' good faith estimate ’ Knowledge as of the date thereof. (2ii) As promptly as practical after the Closing, but in any event not Not later than sixty ninety (90) days after the First Closing Date or the License Closing Date, as applicable, Buyer will deliver to Sellers a statement setting forth Buyer's ’s determination of the Purchase Price which was due on such date and the calculation thereof pursuant to Section 2.3(a). Buyer's ’s statement (A) shall contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3(a), and such other information as may be reasonably requested by either SellerSellers, and (B) shall be certified by Buyer to be true and complete to Buyer’s Knowledge as of the date thereof. If Sellers dispute the amount of the Purchase Price determined by Buyer, they shall deliver to Buyer within thirty (30) days after their receipt of Buyer's ’s statement a statement setting forth their determination and calculation of the amount of the Purchase Price. If Sellers notify Buyer of their its acceptance of Buyer's statement, ’s statement or if Sellers fail to deliver its their statement within the thirty-thirty (30) 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 thirty-thirty (30) day period. (3iii) Buyer and 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 forty five (45) days following the delivery of Sellers' Buyer’s statement pursuant to Section 2.3(b)(22.3(b)(ii), Buyer and Seller Sellers shall jointly designate an independent certified public accountant, accountant not regularly servicing either Sellers or Buyer within the last five (5) years who shall be knowledgeable and experienced in the operation of television broadcasting stations, stations to resolve the dispute. If the parties are unable to agree on the designation of an independent certified public accountant, the selection of the accountant to resolve the dispute shall be submitted to arbitration to be held in Baltimore, Maryland in accordance with Section 11.3the commercial arbitration rules of the American Arbitration Association. The accountant's ’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 and, if necessary, for arbitration to select such accountant shall be split divided equally between the parties.

Manner of Determining Adjustments. The Purchase Price, taking into account the adjustments and prorations pursuant to Section 2.3(a), will be determined finally in accordance with the following procedures: (1i) Sellers shall prepare and deliver to Buyer not later than Within five (5) business 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 Inventory Valuation and the Accounts Receivable Amount, including the summary spreadsheet of the components of the Accounts Receivable Amount in the format previously furnished to Purchaser, including a preliminary settlement list of outstanding invoices, and (z) Sellers’ calculation of the adjustments to the Purchase Price. (ii) Purchaser shall have ten (10) Business Days after receipt by Purchaser of the Sellers Adjustment Statement (the “Purchaser Review Period”) to review the Sellers Adjustment Statement. If Purchaser disputes the Sellers Adjustment Statement, then Purchaser shall deliver to Sellers within the Purchaser Review Period a statement which shall set setting forth 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 Period, then Sellers' good faith estimate ’ determination of the adjustments to the Purchase Price under Section 2.3(a). The preliminary settlement statement shall contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3(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 shall be certified by Sellers to be Sellers' good faith estimate as of the date thereof. (2) As promptly as practical after the Closing, but in any event not later than sixty days after the Closing Date, Buyer will deliver to Sellers a statement setting set forth Buyer's determination of the Purchase Price and the calculation thereof pursuant to Section 2.3(a). Buyer's statement shall contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3(a), and such other information as may be reasonably requested by either Seller, and shall be certified by Buyer to be true and complete as of the date thereof. If Sellers dispute the amount of the Purchase Price determined by Buyer, they shall deliver to Buyer within thirty days after their receipt of Buyer's statement a statement setting forth their determination and calculation of the amount of the Purchase Price. If Sellers notify Buyer of their acceptance of Buyer's statement, or if Sellers fail to deliver its statement within the thirty-day period specified in the preceding sentence, Buyer's determination of the Purchase Price Sellers Adjustment Statement shall be conclusive and binding on the parties as of the last day of the thirty-day periodPurchaser Review Period, and the appropriate party shall promptly pay to the other party in immediately available funds the amount of any such adjustment. (3iii) Buyer 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 the adjustments to the Purchase Price as set forth in the 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 adjustment. (iv) Sellers and Purchaser shall use good faith efforts to resolve any dispute involving the determination of any adjustments to the Purchase Price. If the parties are unable to resolve the dispute within fifteen days following the delivery of Sellers' statement pursuant to Section 2.3(b)(2), Buyer and Seller shall jointly designate an independent certified public accountant, who shall be knowledgeable and experienced identified in the operation of television broadcasting stationsSellers Dispute Statement within five (5) Business Days after Seller delivers to Purchaser the Seller Dispute Statement, to resolve then either Sellers or Purchaser may thereafter petition the dispute. If the parties are unable to agree on the designation of an independent certified public accountant, the selection of the accountant Bankruptcy Court to resolve the dispute shall be submitted to arbitration identified in accordance with Section 11.3the Sellers Dispute Statement. The accountant's Bankruptcy Court’s resolution of the dispute shall be final and binding on the parties, and a judgment may be entered thereon the appropriate party shall promptly pay to the other party in immediately available funds the amount of any court of competent jurisdiction. Any fees of this accountant shall be split equally between the partiessuch adjustment.

Manner of Determining Adjustments. The Purchase Price, taking into account the Escrow Deposit and the adjustments and prorations pursuant to Section 2.3(a2.3(c), will be determined finally in accordance with the following procedures: (1i) Sellers Not later than five (5) days before the TBA Date, (A) 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 Sellers' Seller's good faith estimate of the adjustments to prorations for the Purchase Price under Section 2.3(aStation as of the TBA Date (the "Prorations Statement"). The preliminary settlement statement Prorations Statement (A) shall contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3(a2.3(c), to the extent such adjustments can be determined or estimated as of the date of the preliminary settlement such statement, and such other information as may be reasonably requested by Buyer, and (B) shall be certified by Sellers to be Sellers' Seller as Seller's good faith estimate as of the date thereofestimate. (2ii) As promptly as practical after the Closing, but in any event not Not later than sixty (60) days after the Closing TBA Date, Buyer will deliver to Sellers Seller a statement setting forth Buyer's determination of the Purchase Price Price, all information reasonably necessary to determine the adjustments, and the calculation thereof pursuant to Section 2.3(a2.3(c). Buyer's statement shall contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3(a), and such other information as may be reasonably requested by either Seller, and shall be certified by Buyer to be true and complete as of the date thereof. If Sellers dispute Seller disputes the amount of the Purchase Price determined by Buyer, they Seller shall deliver to Buyer within thirty (30) days after their its receipt of Buyer's statement a statement setting forth their Seller's determination and calculation of the amount of the Purchase Price. If Sellers notify Seller notifies Buyer of their its acceptance of Buyer's statement, or if Sellers fail Seller fails to deliver its statement within the thirty-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-thirty (30) 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. (3iii) Buyer and Sellers 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 thirty (30) days following the delivery of Sellers' statement pursuant to Section 2.3(b)(2)Seller's statement, Buyer and Seller shall jointly designate an independent certified public accountant, who shall be knowledgeable and experienced in the operation of television broadcasting stations, and who has not performed services for Buyer or Seller or any of their respective affiliates, to resolve the dispute. If the parties are unable to agree on the designation of an independent certified public accountant, the selection of the accountant to resolve the dispute shall be submitted to arbitration in accordance with Section 11.3. 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 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 Closing Date are paid.

Manner of Determining Adjustments. The Purchase Price, taking into account the adjustments and prorations pursuant to Section 2.3(a2.3(b), will be determined finally in accordance with the following procedures: (1i) Sellers shall prepare and deliver to Buyer not later than five three (53) business days Business Days before the Closing Date a preliminary settlement statement which shall set forth Sellers' ’ good faith estimate of the adjustments to the Purchase Price under Section 2.3(a)2.3(b) with respect to the Stations. The preliminary settlement statement shall (A) contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3(a)2.3(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 shall (B) be certified by Sellers to be true and complete to Sellers' good faith estimate ’ Knowledge as of the date thereof. (2ii) As promptly as practical after the Closing, but in any event not Not later than sixty ninety (90) calendar days after the Closing Date, Buyer will deliver to Sellers a statement setting forth Buyer's ’s determination of the Purchase Price and the calculation thereof pursuant to Section 2.3(a)2.3(b) as to the Stations. Buyer's ’s statement (A) shall contain all information reasonably necessary to determine the adjustments to the Purchase Price under Section 2.3(a), 2.3(b) and such other information as may be reasonably requested by either SellerSellers, and (B) shall be certified by Buyer to be true and complete to Buyer’s knowledge as of the date thereof. If Sellers dispute the amount of the such Purchase Price determined by Buyer, they shall deliver to Buyer within thirty (30) calendar days after their receipt of Buyer's ’s statement a statement setting forth their determination and calculation of the amount of the such Purchase Price. If Sellers notify Buyer of their its acceptance of Buyer's ’s statement, or if Sellers fail to deliver its their statement within the thirty-thirty (30) calendar 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 thirty-day periodparties. (3iii) Buyer and 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) calendar days following the delivery of Sellers' statement all of Buyer’s statements to be provided pursuant to Section 2.3(b)(2)2.3(c)(ii) after the Closing, Buyer and Seller Sellers shall jointly designate an independent certified public accountantaccounting 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 television broadcasting stations, to resolve the dispute. If the parties are unable to agree on the designation of an independent certified public accountantaccounting firm, the selection of the accountant accounting firm to resolve the dispute shall be submitted to arbitration to be held in Baltimore, Maryland, in accordance with Section 11.3the commercial arbitration rules of the Ameri­can Arbi­tra­tion Asso­ci­a­tion. The accountant's 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 accountant accounting firm, and, if necessary, for arbitration to select such accountant, shall be split divided equally between the parties.