Common use of PAYMENT OF CERTAIN ITEMS Clause in Contracts

PAYMENT OF CERTAIN ITEMS. (a) All FCC filing and grant fees, if any, shall be paid by Purchaser. (b) Subject to any accounting made pursuant to the TBA referred to in Section 35 hereof, within ninety (90) days after closing, an accounting shall be made as follows: (i) All prepaid income, prepaid expenses, prepayments on any written contracts assumed by Purchaser hereunder, accrued income and accrued expenses of the Station as of the end of the day prior to the Closing Date shall, except as otherwise expressly provided herein, be adjusted and allocated between Seller and Purchaser to reflect the principle that all expenses and income arising from the operation of the Station before 12:01 a.m. on the Closing Date shall be for the account of Seller, and all expenses and income arising from the operation of the Station from and after 12:01 a.m. on the Closing Date shall be for the account of Purchaser. (ii) As soon as practicable following the Closing Date, and in any event within ninety (90) days thereafter, or at such other time as the parties mutually agree, Purchaser shall deliver to Seller Purchaser's certificate setting forth as of the Closing Date all adjustments to be made as provided in (i) above. Purchaser shall provide Seller or Seller's representatives access to copies of all books and records as Seller may reasonably request for purposes of verifying such adjustments. Purchaser's certificate shall be final and conclusive unless objected to by Seller in writing within thirty (30) days after delivery. Seller and Purchaser shall attempt jointly to reach agreement as to the amount of the adjustments to be made hereunder within sixty (60) days after receipt by Purchaser of such written objection by Seller, which agreement, if achieved, shall be binding upon all parties to this Agreement and not subject to dispute or review. (iii) In the event of a disagreement between Purchaser and Seller with respect to the accounting to be made hereunder, the parties agree that a public accounting firm chosen jointly by Purchaser and Seller shall be the final arbiter of such disagreement. The cost of such accounting firm shall be shared equally by the parties. (iv) Any amounts due Purchaser or Seller for the adjustments provided for herein shall be paid within ten (10) calendar days after final determination. (c) Filing and recordation fees and any other fees incurred in connection with the transfer of title to the property being conveyed hereunder, and any applicable transfer, sales or use taxes, and all expenses incurred in connection with such filing or recordation, shall be borne entirely by Purchaser.

PAYMENT OF CERTAIN ITEMS. (a) All FCC filing and grant fees, if any, shall be paid by Purchaser. (b) Subject to any accounting made pursuant to the TBA referred to in Section 35 hereof, within ninety (90) days after closing, an accounting shall be made as follows: (i) All prepaid income, prepaid expenses, prepayments on any written contracts assumed by Purchaser hereunder, accrued income and accrued expenses of the Station Stations as of the end of the day prior to the Closing Date shall, except as otherwise expressly provided herein, be adjusted and allocated between Seller and Purchaser to reflect the principle that all expenses and income arising from the operation of the Station Stations before 12:01 a.m. on the Closing Date shall be for the account of Seller, and all expenses and income arising from the operation of the Station Stations from and after 12:01 a.m. on the Closing Date shall be for the account of Purchaser. (ii) As soon as practicable following the Closing Date, and in any event within ninety (90) days thereafter, or at such other time as the parties mutually agree, Purchaser shall deliver to Seller Purchaser's certificate setting forth as of the Closing Date all adjustments to be made as provided in (i) above. Purchaser shall provide Seller or Seller's representatives access to copies of all books and records as Seller may reasonably request for purposes of verifying such adjustments. Purchaser's certificate shall be final and conclusive unless objected to by Seller in writing within thirty (30) days after delivery. Seller and Purchaser shall attempt jointly to reach agreement as to the amount of the adjustments to be made hereunder within sixty (60) days after receipt by Purchaser of such written objection by Seller, which agreement, if achieved, shall be binding upon all parties to this Agreement and not subject to dispute or review. (iii) In the event of a disagreement between Purchaser and Seller with respect to the accounting to be made hereunder, the parties agree that a public accounting firm chosen jointly by Purchaser and Seller shall be the final arbiter of such disagreement. The cost of such accounting firm shall be shared equally by the parties. (iv) Any amounts due Purchaser or Seller for the adjustments provided for herein shall be paid within ten (10) calendar days after final determination. (c) Filing and recordation fees and any other fees incurred in connection with the transfer of title to the property being conveyed hereunder, and any applicable transfer, sales or use taxes, and all expenses incurred in connection with such filing or recordation, shall be borne entirely by Purchaser.