Common use of Other Adjustments and Prorations Clause in Contracts

Other Adjustments and Prorations. 2.4.1. The Purchase Price shall be adjusted in accordance with the following: (a) The Purchase Price shall be increased by an amount equal to any cash, adjusted accounts receivable, Inventory, prepaid expenses and any other current assets transferred to Purchaser. For the purposes of this section the "adjusted accounts receivable" shall equal the sum of the following: (i) 100% of the accounts receivable from carriers and resellers. (ii) 100% of the amount of all Subscriber accounts receivable which remain unpaid by Subscribers ("Outstanding") for less than 31 days from the date of billing; plus (iii) 75% of the amount of all Subscriber accounts receivable that are Outstanding for more than 30 days but less than 61 days from the date of billing; and (iv) 60% of the amount of all Subscriber accounts receivable that are Outstanding for more than 60 days, but less than 90 days from the date of billing; plus (v) There shall be no adjustment (i.e. 0%) for the amount of any Subscriber accounts receivable that are Outstanding more than 90 days. (b) The Purchase Price shall be decreased by an amount equal to (x) the Assumed Liabilities, and (y) amounts collected by Seller from Subscribers on or prior to the Closing Date (net of deferred access revenue included in such amounts), which relate to Services provided after the Closing Date (hereinafter referred to as "Advance Receipts"), and (z) deferred access revenue assumed by Purchaser. 2.4.2. All revenues and all expenses arising from the Business and ownership of the Assets prior to the Closing Date, including resale charges and other expenses payable in respect to Service, utility charges, Taxes levied against the Assets, property and equipment rentals, sales and service charges, Taxes (except for Taxes arising from the transfer of the Assets ), and similar prepaid and deferred items, shall be prorated between Seller and Purchaser in accordance with the principle that Seller shall receive the benefit of all revenues, and be responsible for all expenses, costs, obligations and Liabilities allocable to the Business and the ownership of the Assets for the period prior to the Closing Date, and Purchaser shall receive the benefit of all revenues, and be responsible for all expenses, costs, obligations and Liabilities allocable to the Business and the ownership of the Assets on and after the Closing Date. 2.4.3. A final settlement (the "Final Settlement") of all adjustments or prorations made under this Section, with payment being made by the appropriate Party in cash (but without any interest thereon), shall occur no later than ninety (90) days after the Closing Date. 2.4.4. In the event that the Parties cannot agree on the amount of the Final Settlement, the determination shall be made by a mutually agreed upon national accounting firm selected jointly by Purchaser and Seller that has not, during the prior three (3) years, been employed by any of the Parties (the "Auditor"). The Auditor shall make its determination of the Final Settlement based on the express provisions of this Agreement; provided, however, that if the Auditor finds that the express terms of this Agreement are not sufficient to resolve any issue or issues, the Auditor shall rely upon generally accepted accounting principles then in effect. Any Party may invoke the use of the Auditor by notifying the other Party in writing, provided that a Party may not invoke the use of the Auditor to determine the Final Settlement earlier than forty (40) days after the Closing Date. The Auditor shall be required to render a decision within twenty-one (21) days after the Auditor is requested to render a determination under this Section 2.4.4. The decision of the Auditor shall be binding on the Parties and not subject to any judicial challenge by the Parties. Within five (5) business days after the Auditor provides the determination to the Parties, the payment of the Final Settlement shall be made in accordance with that determination. The expenses of the Auditor shall be paid by Seller and Purchaser in proportion to the Auditor's determination with respect to the allocation to Seller and Purchaser of the amount in disagreement. For example, if the amount in disagreement is One Hundred Thousand Dollars ($100,000) and the Auditor determines that the Seller should receive Seventy Thousand Dollars ($70,000) and the Purchaser should receive Thirty Thousand Dollars ($30,000), then Seller shall pay thirty percent (30%) of the Auditor's expenses, and Purchaser shall pay seventy percent (70%).

Other Adjustments and Prorations. 2.4.12.3.1. The Purchase Price shall be adjusted in accordance with the following: (a) The Purchase Price shall be increased by an amount equal to any cash, adjusted accounts receivable, InventoryInventory (valued at book value), prepaid expenses and any other current assets transferred to Purchaser. For the purposes of this section Section the "adjusted accounts receivable" shall equal the sum of the following: (i) 10090% of the accounts receivable from carriers (not including any clearinghouse receivables) and resellers. (ii) 100% , and of the amount of all Subscriber accounts receivable receivables from Subscribers which remain unpaid by Subscribers for less than thirty-one (31) days from the date such receivable first comes due ("Outstanding") for less than 31 days from the date of billing); plus (iiiii) 7570% of the amount of all Subscriber accounts receivable that are Outstanding for more than 30 thirty (30) days but less than 61 days from the date of billingsixty-one (61) days; andplus (iviii) 6050% of the amount of all Subscriber accounts receivable that are Outstanding for more than 60 sixty (60) days, but less than 90 days from the date of billingninety-one (91) days; plusand (viv) There shall be no adjustment (i.e. 0%) for the amount of any Subscriber accounts receivable that are Outstanding more than 90 ninety (90) days. (b) The Purchase Price shall be decreased by an amount equal to (x) the Assumed Liabilities, and (y) amounts collected by Seller from Subscribers on or prior to the Closing Date (net of liabilities associated with deferred access revenue included in such amounts), which relate to Services to be provided after the Closing Date (hereinafter referred to as "Advance Receipts"), and (zy) liabilities associated with deferred access revenue assumed by Purchaser. 2.4.22.3.2. All Except as otherwise specifically provided for herein, all revenues and all expenses arising from the Business and ownership of the Assets prior to the Closing DateAssets, including resale charges and other expenses payable in respect to Service, utility charges, Taxes levied against the Assets, property and equipment rentals, sales and service charges, Taxes (except for Taxes arising from the transfer of the Assets Assets), and similar prepaid and deferred items, shall be prorated between Seller and Purchaser in accordance with the principle that Seller shall receive the benefit of all revenues, and be responsible for all expenses, costs, obligations and Liabilities allocable to the Business and the ownership of the Assets for the period on and prior to the Closing Date, and Purchaser shall receive the benefit of all revenues, and be responsible for all expenses, costs, obligations and Liabilities allocable to the Business and the ownership of the Assets on and after the Closing Date. 2.4.32.3.3. A final settlement (the "Final Settlement") of all adjustments or prorations made under this Section, with payment being made by the appropriate Party in cash (but without any interest thereon), shall occur no later than ninety one hundred twenty (90120) days after the Closing Date. 2.4.42.3.4. In the event that the Parties cannot agree on the amount of the Final Settlement, the determination shall be made by a mutually agreed upon national accounting firm selected jointly by Purchaser and Seller that has not, during the prior three (3) years, been employed by any of the Parties (the "Auditor"). The Auditor shall make its determination of the Final Settlement based on the express provisions of this Agreement; provided, however, that if the Auditor finds that the express terms of this Agreement are not sufficient to resolve any issue or issues, the Auditor shall rely upon generally accepted accounting principles then in effect. Any Party may invoke the use of the Auditor by notifying the other Party in writing, provided that a Party may not invoke the use of the Auditor to determine the Final Settlement earlier than forty one hundred eighty (40180) days after the Closing Date. The Auditor shall be required to render a decision within twenty-one (21) days after the Auditor is requested to render a determination under this Section 2.4.4Section. The decision of the Auditor shall be binding on the Parties and not subject to any judicial challenge by the Parties. Within five (5) business days after the Auditor provides the determination to the Parties, the payment of the Final Settlement shall be made in accordance with that determination. The expenses of the Auditor shall be paid by Seller and Purchaser in reverse proportion to the Auditor's determination with respect to the allocation to Seller and Purchaser of the amount in disagreement. For example, if the amount in disagreement is One Hundred Thousand Dollars ($100,000) and the Auditor determines that the Seller should receive Seventy Thousand Dollars ($70,000) and the Purchaser should receive Thirty Thousand Dollars ($30,000), then Seller shall pay thirty percent (30%) of the Auditor's expenses, and Purchaser shall pay seventy percent (70%).

Other Adjustments and Prorations. 2.4.1. The Purchase Price shall be adjusted in accordance with the following: (a) The Purchase Price shall be increased by an amount equal to any cash, adjusted accounts receivable, Inventory, prepaid expenses and any other current assets transferred to Purchaser. For the purposes of this section the "adjusted accounts receivable" shall equal the sum of the following: (i) 100% of the accounts receivable from carriers and resellers. (ii) 100% of the amount of all Subscriber accounts receivable which remain unpaid by Subscribers ("Outstanding") for less than 31 days from the date of billing; plus (iii) 75% of the amount of all Subscriber accounts receivable that are Outstanding for more than 30 days but less than 61 days from the date of billing; and (iv) 60% of the amount of all Subscriber accounts receivable that are Outstanding for more than 60 days, but less than 90 days from the date of billing; plus (v) There shall be no adjustment (i.e. 0%) for the amount of any Subscriber accounts receivable that are Outstanding more than 90 days. (b) The Purchase Price shall be decreased by an amount equal to (x) the Assumed Liabilities, and (y) amounts collected by Seller from Subscribers on or prior to the Closing Date (net of deferred access revenue included in such amounts), which relate to Services provided after the Closing Date (hereinafter referred to as "Advance Receipts"), and (z) deferred access revenue assumed by Purchaser. 2.4.2. All revenues and all expenses arising from the Business and ownership of the Assets prior to Following the Closing Date, including resale charges Seller and other expenses payable Purchaser shall attempt in respect good faith to Serviceresolve any disputed items which were not included on the Final Closing Statement, utility chargesor which have not otherwise been agreed between Seller and Purchaser. To the extent such disputed items are not resolved within one hundred eighty (180) days following the Closing Date, Taxes levied against then Seller and Purchaser shall submit such dispute to Ernst & Young LLP (the Assets, property and equipment rentals, sales and service charges, Taxes (except for Taxes arising from the transfer of the Assets “Outside Accountant”), and similar prepaid and deferred the determination of the Outside Accountant which shall be made within thirty (30) days after the submittal of the disputed items, shall be prorated conclusive. The fees and expenses of the Outside Accountant shall be paid equally by Seller and Purchaser. In the event complete information is not available or estimates have been utilized to calculate Prorations as of the Closing Date, any such Prorations shall be further adjusted and finalized between Seller and Purchaser in accordance with the principle that Seller shall receive the benefit of all revenues, and be responsible for all expenses, costs, obligations and Liabilities allocable to the Business and the ownership of the Assets for the period prior to the Closing Date, and Purchaser shall receive the benefit of all revenues, and be responsible for all expenses, costs, obligations and Liabilities allocable to the Business and the ownership of the Assets on and after the Closing Date. 2.4.3. A final settlement (the "Final Settlement") of all adjustments or prorations made under this Section, with payment being made by the appropriate Party in cash (but without any interest thereon), shall occur no later than within ninety (90) days after the Closing Date. 2.4.4Date or as and when complete information becomes available to Seller and Purchaser. In Any adjustments to initial estimated Prorations which are required upon review of such complete information shall be made by Seller and Purchaser, with due diligence and cooperation, by prompt cash payment to the event that Party entitled to a credit as a result of such adjustments. Any errors or adjustments in calculating the Parties foregoing adjustments and Prorations shall be corrected or adjusted as soon as practicable after the Closing; provided, however, the provisions hereof shall survive the Closing for not more than one hundred eighty days (180) after the Closing except for the following Prorations which cannot agree be finally determined as of the end of such one hundred eighty day (180) period: real estate taxes; any incentive management fee due to the Manager for 2006; any incentive management fee due to the Parking Manager for 2006, provided that if the Parking Management Agreement is terminated without cause after Closing, such termination shall have no effect on the amount of the Final Settlement, incentive management fee otherwise due to the determination shall be made Parking Manager absent such termination; and percentage rents payable by a mutually agreed upon national accounting firm selected jointly by Purchaser and Seller that has not, during the prior three (3) years, been employed by any of the Parties (the "Auditor"). The Auditor shall make its determination of the Final Settlement based Grill on the express provisions of this Agreement; provided, however, that if the Auditor finds that the express terms of this Agreement are not sufficient to resolve any issue or issues, the Auditor shall rely upon generally accepted accounting principles then in effect. Any Party may invoke the use of the Auditor by notifying the other Party in writing, provided that a Party may not invoke the use of the Auditor to determine the Final Settlement earlier than forty (40) days after the Closing Date. The Auditor shall be required to render a decision within twenty-one (21) days after the Auditor is requested to render a determination Alley under this Section 2.4.4. The decision of the Auditor shall be binding on the Parties and not subject to any judicial challenge by the Parties. Within five (5) business days after the Auditor provides the determination to the Parties, the payment of the Final Settlement shall be made in accordance with that determination. The expenses of the Auditor shall be paid by Seller and Purchaser in proportion to the Auditor's determination with respect to the allocation to Seller and Purchaser of the amount in disagreement. For example, if the amount in disagreement is One Hundred Thousand Dollars ($100,000) and the Auditor determines that the Seller should receive Seventy Thousand Dollars ($70,000) and the Purchaser should receive Thirty Thousand Dollars ($30,000), then Seller shall pay thirty percent (30%) of the Auditor's expenses, and Purchaser shall pay seventy percent (70%)its lease.

Other Adjustments and Prorations. 2.4.12.3.1. The Purchase Price shall be adjusted in accordance with the following: (a) The Purchase Price shall be increased by an amount equal to any cash, adjusted accounts receivable, InventoryInventory (valued at book value), prepaid expenses and any other current assets transferred to Purchaser. For the purposes of this section Section the "adjusted accounts receivable" shall equal the sum of the following: (i) 10090% of the accounts receivable from carriers (not including any clearinghouse receivables) and resellers. (ii) 100% , and of the amount of all Subscriber accounts receivable receivables from Subscribers which remain unpaid by Subscribers for less than thirty-one (31) days from the date such receivable first comes due ("Outstanding") for less than 31 days from the date of billing); plus (iiiii) 7570% of the amount of all Subscriber accounts receivable that are Outstanding for more than 30 thirty (30) days but less than 61 days from the date of billingsixty-one (61) days; andplus (iviii) 6050% of the amount of all Subscriber accounts receivable that are Outstanding for more than 60 sixty (60) days, but less than 90 days from the date of billingninety-one (91) days; plusand (viv) There shall be no adjustment (i.e. 0%) for the amount of any Subscriber accounts receivable that are Outstanding more than 90 ninety (90) days. (b) The Purchase Price shall be decreased by an amount equal to (x) the Assumed Liabilities, and (y) amounts collected by Seller from Subscribers on or prior to the Closing Date (net of liabilities associated with deferred access revenue included in such amounts), which relate to Services to be provided after the Closing Date (hereinafter referred to as "Advance Receipts"), and (zy) liabilities associated with deferred access revenue assumed by Purchaser. 2.4.22.3.2. All Except as otherwise specifically provided for herein, all revenues and all expenses arising from the Business and ownership of the Assets prior to the Closing DateAssets, including resale charges and other expenses payable in respect to Service, utility charges, Taxes levied against the Assets, property and equipment rentals, sales and service charges, Taxes (except for Taxes arising from the transfer of the Assets ), and similar prepaid and deferred items, shall be prorated between Seller and Purchaser in accordance with the principle that Seller shall receive the benefit of all revenues, and be responsible for all expenses, costs, obligations and Liabilities allocable to the Business and the ownership of the Assets for the period on and prior to the Closing Date, and Purchaser shall receive the benefit of all revenues, and be responsible for all expenses, costs, obligations and Liabilities allocable to the Business and the ownership of the Assets on and after the Closing Date. 2.4.32.3.3. A final settlement (the "Final Settlement") of all adjustments or prorations made under this Section, with payment being made by the appropriate Party in cash (but without any interest thereon), shall occur no later than ninety one hundred twenty (90120) days after the Closing Date. 2.4.42.3.4. In the event that the Parties cannot agree on the amount of the Final Settlement, the determination shall be made by a mutually agreed upon national accounting firm selected jointly by Purchaser and Seller that has not, during the prior three (3) years, been employed by any of the Parties (the "Auditor"). The Auditor shall make its determination of the Final Settlement based on the express provisions of this Agreement; provided, however, that if the Auditor finds that the express terms of this Agreement are not sufficient to resolve any issue or issues, the Auditor shall rely upon generally accepted accounting principles then in effect. Any Party may invoke the use of the Auditor by notifying the other Party in writing, provided that a Party may not invoke the use of the Auditor to determine the Final Settlement earlier than forty one hundred eighty (40180) days after the Closing Date. The Auditor shall be required to render a decision within twenty-one (21) days after the Auditor is requested to render a determination under this Section 2.4.4Section. The decision of the Auditor shall be binding on the Parties and not subject to any judicial challenge by the Parties. Within five (5) business days after the Auditor provides the determination to the Parties, the payment of the Final Settlement shall be made in accordance with that determination. The expenses of the Auditor shall be paid by Seller and Purchaser in reverse proportion to the Auditor's determination with respect to the allocation to Seller and Purchaser of the amount in disagreement. For example, if the amount in disagreement is One Hundred Thousand Dollars ($100,000) and the Auditor determines that the Seller should receive Seventy Thousand Dollars ($70,000) and the Purchaser should receive Thirty Thousand Dollars ($30,000), then Seller shall pay thirty percent (30%) of the Auditor's expenses, and Purchaser shall pay seventy percent (70%).