Common use of Manner of Determining Prorations and Adjustments Clause in Contracts

Manner of Determining Prorations and Adjustments. The Closing Payment, taking into account the adjustments and prorations pursuant to Section 2.8(a), will be determined in accordance with the following procedures: (1) Post-Newsweek shall prepare and deliver to Meredith with respect to WFSB, not later than five days before the Closing Date a preliminary settlement statement which shall set forth a good faith estimate by Post- Newsweek of the adjustments or prorations to the Closing Payment under Section 2.8(a). Meredith shall deliver to Post-Newsweek with respect to WCPX, not later than five days before the Closing Date, a preliminary settlement statement prepared by Meredith or First Media which shall set forth a good faith estimate by Meredith or First Media of the adjustment or prorations to the Closing Payment under Section 2.8(a). Each preliminary settlement statement shall contain all information reasonably necessary to determine the adjustments or prorations to the Closing Payment under Section 2.8(a), including appropriate supporting documentation, to the extent such adjustments or prorations can be determined or estimated as of the date of the preliminary settlement statement. Each preliminary settlement statement shall be signed at Closing by an officer of the preparing party after due inquiry by such officer but without personal liability to such officer. The adjustments and prorations to the Closing Payment to be made at Closing shall be based upon the such preliminary settlement statements. (2) Not later than ninety days after the Closing Date, Meredith will deliver to Post-Newsweek with respect to WFSB, and Post-Newsweek will deliver to Meredith with respect to WCPX, a statement setting forth a determination of any changes to the adjustments and prorations made at Closing. Each such statement (A) shall contain all information reasonably necessary to determine the adjustments and prorations to the Closing Payment under Section

Manner of Determining Prorations and Adjustments. The Closing PaymentPurchase Price, taking into account the adjustments and prorations pursuant to Section 2.8(a2.5(a), will be determined in accordance with the following procedures: (1) Post-Newsweek Seller shall prepare and deliver to Meredith with respect to WFSB, Buyer not later than five days (5) Business Days before the Closing Date a preliminary settlement statement which shall set forth a Seller's good faith estimate by Post- Newsweek of the adjustments or prorations to the Closing Payment under Section 2.8(a2.5(a) (a "Preliminary Settlement Statement"). Meredith shall deliver to Post-Newsweek with respect to WCPX, not later than five days before the Closing Date, a preliminary settlement statement prepared by Meredith or First Media which shall set forth a good faith estimate by Meredith or First Media of the adjustment or prorations to the Closing Payment under Section 2.8(a). Each preliminary settlement statement The Preliminary Settlement Statement (A) shall contain all information reasonably necessary to determine the adjustments or prorations to the Closing Payment under Section 2.8(a2.5(a), including appropriate supporting documentationdocumentation and such other information as may be reasonably requested by Buyer, to the extent such adjustments or prorations can be determined or estimated as of the date of the preliminary settlement statement. Each preliminary settlement statement Preliminary Settlement Statement and (B) shall be signed at Closing certified by an officer of the preparing party after due inquiry by such officer (but without personal liability to such officer) on behalf of Seller to be true and complete to Seller's knowledge. The "Preliminary Purchase Price" shall be determined by adjusting the Estimated Purchase Price for the adjustments and prorations to contained in the Closing Payment to be made at Closing shall be based upon the such preliminary settlement statementsPreliminary Settlement Statement. (2) Not later than ninety days after the Closing Date, Meredith will Buyer shall deliver to Post-Newsweek with respect to WFSB, and Post-Newsweek will deliver to Meredith with respect to WCPX, Seller a statement setting forth a Buyer's determination of any changes to the adjustments and prorations made at the Closing. Each such Buyer's statement (A) shall contain all information reasonably necessary to determine the adjustments and prorations to the Closing Payment Purchase Price under SectionSection 2.5(a), 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 Businesses 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 Businesses). If Seller disputes the adjustments and 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 adjustments and prorations. If Seller notifies Buyer of its acceptance of Buyer's statement, or if Seller fails to deliver its statement within the fifteen-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-day period. (3) Buyer and Seller shall use good faith efforts to resolve any dispute involving the determination of the adjustments and 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 2.5(b)(2), Buyer and Seller shall jointly designate an independent certified public accountant, who shall be knowledgeable and experienced in the operation of businesses similar to the Businesses, to resolve such 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 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 the accountant, and, if necessary, for arbitration to select such accountant, shall be split equally between the parties.

Manner of Determining Prorations and Adjustments. The Closing PaymentPurchase Price, taking into account the adjustments and prorations pursuant to Section 2.8(a2.5(a), will be determined in accordance with the following procedures: (1) Post-Newsweek Seller shall prepare and deliver to Meredith with respect to WFSB, Buyer not later than five days before the Closing Date a preliminary settlement statement which shall set forth a Seller's good faith estimate by Post- Newsweek of the adjustments or prorations to the Closing Payment Purchase Price under Section 2.8(a2.5(a). Meredith shall deliver to Post-Newsweek with respect to WCPX, not later than five days before the Closing Date, a preliminary settlement statement prepared by Meredith or First Media which shall set forth a good faith estimate by Meredith or First Media of the adjustment or prorations to the Closing Payment under Section 2.8(a). Each The preliminary settlement statement shall contain all information reasonably necessary to determine the adjustments or prorations to the Closing Payment Purchase Price under Section 2.8(a2.5(a), including appropriate supporting documentation, to the extent such adjustments or prorations can be determined or estimated as of the date of the preliminary settlement statement. Each The preliminary settlement statement shall be signed at Closing by an officer of the preparing party general partner of Seller's general partner after due inquiry by such officer but without personal liability to such officer. The adjustments and prorations to the Closing Payment Purchase Price to be made at Closing shall be based upon the such preliminary settlement statementsPreliminary Settlement Statement. (2) Not later than ninety days after the Closing Date, Meredith Buyer will deliver to Post-Newsweek with respect to WFSB, and Post-Newsweek will deliver to Meredith with respect to WCPX, Seller a statement setting forth a Buyer's determination of any changes to the adjustments and prorations made at Closing. Each such Buyer's statement (A) shall contain all information reasonably necessary to determine the adjustments and prorations to the Closing Payment Purchase Price under SectionSection 2.5(a), including appropriate supporting documentation, 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. Seller shall have the right to visit the Stations to verify and review such documentation upon providing reasonable notice to Buyer. If Seller disputes the adjustments and prorations determined by Buyer, it shall deliver to Buyer within sixty days after its receipt of Buyer's statement a statement setting forth its determination of the adjustments and prorations. If Seller notifies Buyer of its acceptance of Buyer's statement, or if Seller fails to deliver its statement within the sixty-day period specified in the preceding sentence, Buyer's determination of the adjustments and prorations shall be conclusive and binding on the parties as of the last day of the sixty-day period. (3) Buyer and Seller shall use good faith efforts to resolve any dispute involving the determination of the adjustments and prorations. If the parties are unable to resolve the dispute within fifteen days following the delivery of Seller's statement pursuant to Section 2.5(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 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 this accountant, and, if necessary, for arbitration to pick such accountant, shall be split equally between the parties. (4) Amounts payable to the Stations 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 Effective Time may not be determinable or paid within the period provided in this Section 2.5 for final determination of adjustments. In that event, notwithstanding the provisions of this Section 2.5, Buyer and Seller agree to cooperate fully in future copyright filings and to allocate any future copyright proceeds in accordance with Section 2.5 until such time as all such proceeds with respect to the period prior to the Effective Time are paid.

Manner of Determining Prorations and Adjustments. The Closing PaymentPurchase Price, taking into account the adjustments and prorations pursuant to Section 2.8(a1.04(a), will be determined in accordance with the following procedures: (1) Post-Newsweek Sellers shall prepare and deliver to Meredith with respect to WFSB, Purchaser not later than five (5) days before the Closing Date a preliminary settlement statement signed by Sellers which shall set forth a Sellers' good faith estimate by Post- Newsweek of the adjustments or prorations to the Closing Payment Purchase Price under Section 2.8(a1.04(a). Meredith shall deliver to Post-Newsweek with respect to WCPX, not later than five days before the Closing Date, a preliminary settlement statement prepared by Meredith or First Media which shall set forth a good faith estimate by Meredith or First Media of the adjustment or prorations to the Closing Payment under Section 2.8(a). Each Such preliminary settlement statement shall contain all information reasonably necessary to determine the adjustments or prorations to the Closing Payment Purchase Price under Section 2.8(a1.04(a), including appropriate supporting documentation, to the extent such adjustments or prorations can be determined or estimated as of the date of the preliminary settlement statement. Each preliminary settlement statement shall be signed at Closing by an officer of the preparing party after due inquiry by such officer but without personal liability to such officer. The adjustments and prorations to the Closing Payment Purchase Price to be made at Closing shall be based upon the such preliminary settlement statementsstatement. (2) Not later than ninety days after the Closing Date, Meredith Purchaser will deliver to Post-Newsweek with respect to WFSB, and Post-Newsweek will deliver to Meredith with respect to WCPX, Sellers a statement signed by Purchasers setting forth a Purchaser's good faith determination of any changes to the adjustments and prorations made at Closing. Each such Such statement (A) shall contain all information reasonably necessary to determine the adjustments and prorations to the Purchase Price under Section 1.04(a), including appropriate supporting documentation. If Sellers dispute the adjustments and prorations determined by Purchaser, they shall deliver to Purchaser within sixty days after its receipt of Purchaser's statement a statement setting forth its determination of the adjustments and prorations. If Sellers notify Purchaser of their acceptance of Purchaser's statement, or if Sellers fail to deliver their statement within the sixty-day period specified in the preceding sentence, Purchaser's determination of the adjustments and prorations shall be conclusive and binding on the parties as of the last day of the sixty-day period. (3) Purchaser and Sellers shall use good faith efforts to resolve any dispute involving the determination of the adjustments and prorations. If the parties are unable to resolve the dispute within fifteen days following the delivery of Sellers' statement pursuant to Section 1.04(b)(2), Purchaser and Sellers 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 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 this accountant, and, if necessary, for arbitration to pick such accountant, shall be split equally between the parties. (4) 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 Closing Payment under Sectionmay not be determinable or paid within the period provided in this Section 1.04 for final determination of adjustments. In that event, notwithstanding the provisions of this Section 1.04, Purchaser and Sellers agree to cooperate fully in future copyright filings and to allocate any future copyright proceeds in accordance with Section 1.04 until such time as all such proceeds with respect to the period prior to Closing are paid.