Common use of Payment of Proration Items Clause in Contracts

Payment of Proration Items. Three (3) business days prior to Closing, Seller shall deliver to Buyer a preliminary list of all items to be prorated pursuant to Section 5.1 (the "Preliminary Proration Schedule"), and, to the extent feasible, such prorations shall be credited against or added to the Purchase Price at Closing. In the event Buyer and Seller do not reach a final agreement on such prorations and adjustments at Closing, Seller shall deliver to Buyer a schedule of its proposed prorations and adjustments (the "Proration Schedule ") no later than forty-five (45) days after the Closing Date. The Proration Schedule shall be conclusive and binding upon Buyer unless Buyer provides Seller with written notice of objection (the "Notice of Disagreement") within ten (10) business days after Buyer's receipt of the Proration Schedule, which notice shall state the prorations of expenses proposed by Buyer (the "Buyer's Proration Amount"). Seller shall have ten (10) business days from receipt of a Notice of Disagreement to accept or reject Buyer's Proration Amount. If Seller rejects Buyer's Proration Amount, and the amount in dispute exceeds $5,000, the dispute shall be submitted within ten (10) days to an accounting firm, mutually agreeable to the parties, that is unaffiliated with either party (the "Referee ") for resolution, such resolution to be made within twenty (20) days after submission to the Referee and to be final, conclusive and binding on Seller and Buyer. Buyer and Seller agree to share equally the cost and expenses of the Referee, but each party shall bear its own legal and other expenses, if any. If the amount in dispute is equal to or less than $5,000, such amount shall be divided equally between Buyer and Seller. Payment by Buyer or Seller, as the case may be, of the proration amounts determined pursuant to this Section 5.2 shall be due five (5) business days after the last to occur of (i) Buyer's acceptance of the Proration Schedule or Buyer's failure to give Seller a timely Notice of Disagreement; (ii) Seller's acceptance of Buyer's Proration Amount or failure to reject Buyer's Proration Amount within ten (10) days after receipt of a Notice of Disagreement; (iii) Seller's rejection of Buyer's Proration Amount in the event the amount in dispute equals or is less than $5,000; and (iv) notice to Seller and Buyer of the resolution of the disputed amount by the Referee in the event that the amount in dispute exceeds $5,000. Any payment required by Seller to Buyer or by Buyer to Seller, as the case may be, under this Section 5.2 shall be paid by check or wire transfer of immediately available federal funds to the account of the payee with a financial institution in the United States as designated by Seller in the Proration Schedule or by Buyer in the Notice of Disagreement (or by separate notice in the event that Buyer does not send a Notice of Disagreement). If either Buyer or Seller fails to pay when due any amount under this Section 5.2, interest on such amount will accrue from the date payment was due to the date such payment is made at a per annum rate equal to the Prime Rate plus two percent (2%), and such interest shall be payable upon demand.

Payment of Proration Items. Three (3) business days prior to the Closing, Seller Infinity shall deliver to Buyer Salem a preliminary list of all items to be prorated pursuant to Section 5.1 (the "Preliminary Proration Schedule"), SECTION 3.3 and, to the extent feasible, such prorations shall be credited against or added to made at the Purchase Price at Closing. In the event Buyer Infinity and Seller Salem do not reach a final agreement on such prorations and adjustments at the Closing, Seller Salem shall deliver to Buyer Infinity a schedule of its proposed prorations and adjustments (which shall set forth in reasonable detail the basis for those determinations) (the "Proration Schedule Schedule") no later than forty-five (45) days after the Closing Date. The Proration Schedule shall be conclusive and binding upon Buyer Infinity unless Buyer Infinity provides Seller Salem with written notice of objection (the "Notice of Disagreement") within ten thirty (1030) business days after BuyerInfinity's receipt of the Proration Schedule, which notice shall state the prorations of expenses proposed by Buyer Infinity (the "BuyerInfinity's Proration Amount"). Seller Salem shall have ten twenty (1020) business days from receipt of a Notice of Disagreement to accept or reject BuyerInfinity's Proration Amount. If Seller Salem rejects BuyerInfinity's Proration Amount, and the amount in dispute exceeds $5,000, the dispute shall be submitted within ten (10) days to an accounting firm, mutually agreeable to the parties, that is unaffiliated with either party Dallas office of Arthxx Xxxexxxx (the xxe "Referee Referee") for resolutionresolution of the dispute, such resolution to be made within twenty thirty (2030) days after submission to the Referee and to be final, conclusive and binding on Seller Infinity and BuyerSalem. Buyer Salem and Seller Infinity agree to share equally the cost and expenses of the Referee, but each party shall bear its own legal and other expenses, if any. If the amount in dispute is equal to or less than $5,000, such amount shall be divided equally between Buyer and Seller. Payment by Buyer Salem or SellerInfinity, as the case may be, of for the proration amounts determined pursuant to this Section 5.2 SECTION 3.4 shall be due five fifteen (515) business days after the last to occur of (ia) BuyerInfinity's acceptance of the Proration Schedule or Buyer's failure to give Seller Salem a timely Notice of Disagreement; (iib) SellerSalem's acceptance of BuyerInfinity's Proration Amount or failure to reject BuyerInfinity's Proration Amount within ten twenty (1020) days after of receipt of a Notice of Disagreement; (iii) Seller's rejection of Buyer's Proration Amount in the event the amount in dispute equals or is less than $5,000; and (ivc) notice to Seller Infinity and Buyer Salem of the resolution of the disputed amount by the Referee in the event that the amount in dispute exceeds $5,000. Any payment required by Seller to Buyer or by Buyer to Seller, as the case may be, under this Section 5.2 shall be paid by check or wire transfer of immediately available federal funds to the account of the payee with a financial institution in the United States as designated by Seller in the Proration Schedule or by Buyer in the Notice of Disagreement (or by separate notice in the event that Buyer does not send a Notice of Disagreement). If either Buyer or Seller fails to pay when due any amount under this Section 5.2, interest on such amount will accrue from the date payment was due to the date such payment is made at a per annum rate equal to the Prime Rate plus two percent (2%), and such interest shall be payable upon demandReferee.

Payment of Proration Items. Three (3) Ten business days prior to Closing, Seller shall deliver to Buyer a preliminary list of all items to be prorated pursuant to Section 5.1 (the "Preliminary Proration Schedule"), and, to the extent feasibleagreed to by Buyer at or prior to the Closing, such prorations shall be credited against or added to the Purchase Price at Closing. In the event Buyer and Seller do not reach a final agreement on such prorations and adjustments at Closing, Seller shall deliver to Buyer a schedule of its proposed prorations and adjustments (the "Proration Schedule Schedule") no later than forty-five (45) 45 days after the Closing Date. The Proration Schedule shall be conclusive and binding upon Buyer unless Buyer provides Seller with written notice of objection (the "Notice of Disagreement") within ten (10) business days after Buyer's receipt of the Proration Schedule, which notice shall state the prorations of expenses proposed by Buyer (the "Buyer's Proration Amount"). Seller shall have ten (10) business days from receipt of a Notice of Disagreement to accept or reject Buyer's Proration Amount. If Seller rejects Buyer's Proration Amount, and the amount in dispute exceeds $5,0003,000.00, the dispute shall be promptly submitted within ten (10) days to an a mutually- agreeable disinterested accounting firm, mutually agreeable to the parties, that is unaffiliated firm not associated with either party (the "Referee Referee") for resolution, such resolution to be made within twenty (20) 20 days after submission to the Referee and to be final, conclusive and binding on Seller and Buyer. Buyer and Seller agree to share equally the cost and expenses of the Referee, but each party shall bear its own legal and other expenses, if any. If the amount in dispute is equal to or less than $5,0003,000.00, such amount shall be divided equally between Buyer and Seller. Payment by Buyer or Seller, as the case may be, of the proration amounts determined pursuant to this Section 5.2 shall be due five (5) business days after the last to occur of (i) Buyer's acceptance of the Proration Schedule or Buyer's failure to give Seller a timely Notice of Disagreement; (ii) Seller's acceptance of Buyer's Proration Amount or failure to reject Buyer's Proration Amount within ten (10) days after of receipt of a Notice of Disagreement; (iii) Seller's rejection of Buyer's Proration Amount in the event the amount in dispute equals or is less than $5,000; 3,000, and (iv) notice to Seller and Buyer of the resolution of the disputed amount by the Referee in the event that the amount in dispute exceeds $5,0003,000. Any payment required by Seller to Buyer or by Buyer to Seller, as the case may be, under this Section 5.2 shall be paid by check or wire transfer of immediately available federal funds to the account of the payee with a financial institution in the United States as designated by Seller in the Proration Schedule or by Buyer in the Notice of Disagreement (or by separate notice in the event that Buyer does not send a Notice of Disagreement). If either Buyer or Seller fails to pay when due any amount under this Section 5.2, interest on such amount will accrue from the date payment was due to the date such payment is made at a per annum rate equal to the Prime Rate plus two percent (2%)percentage points, and such interest shall be payable upon demand.

Payment of Proration Items. Three Not less than five (35) business days prior to Closingafter the Commencement Date, Seller Licensee shall deliver to Buyer Programmer a preliminary list schedule setting forth its good faith calculation of all items to be prorated the prorations pursuant to Section 5.1 Sections 4.5 and 4.6 (which schedule shall set forth in reasonable detail the basis for those determinations) (the "Preliminary Proration Schedule"), and, to the extent feasible, such prorations and adjustments shall be credited against or added to made as of the Purchase Price at Closing. In the event Buyer and Seller do not reach a final agreement on such prorations and adjustments at Closing, Seller shall deliver to Buyer a schedule of its proposed prorations and adjustments (the "Proration Schedule ") no later than forty-five (45) days after the Closing Commencement Date. The Proration Schedule shall be conclusive and binding upon Buyer Programmer unless Buyer Programmer provides Seller Licensee with written notice of objection (the "Notice of Disagreement") within ten thirty (1030) business days after BuyerProgrammer's receipt of the Proration Schedule, which notice shall state the prorations of expenses proposed by Buyer Programmer (the "BuyerProgrammer's Proration Amount"). Seller Licensee shall have ten fifteen (1015) business days from receipt of a Notice of Disagreement to accept or reject BuyerProgrammer's Proration Amount. If Seller Licensee rejects BuyerProgrammer's Proration Amount, and the amount in dispute exceeds five thousand dollars ($5,000), the dispute shall be submitted within ten (10) days to an a mutually agreed upon accounting firm, mutually agreeable to the parties, that is unaffiliated with either party firm (the "Referee Referee") for resolutionresolution of the dispute, such resolution to be made within twenty thirty (2030) days after submission to the Referee and to be final, conclusive and binding on Seller Licensee and BuyerProgrammer. Buyer Programmer and Seller Licensee agree to share equally the cost and expenses of the Referee, but each party shall bear its own legal and other expenses, if any. If the amount in dispute is equal to or less than Five Thousand Dollars ($5,000), such amount shall be divided equally between Buyer Programmer and SellerLicensee. Payment by Buyer Programmer or SellerLicensee, as the case may be, of the proration amounts determined pursuant to this Section 5.2 4.7 shall be due five fifteen (515) business days after the last to occur of (i) BuyerProgrammer's acceptance of the Proration Schedule or Buyer's failure to give Seller Licensee a timely Notice of Disagreement; (ii) SellerLicensee's acceptance of BuyerProgrammer's Proration Amount or failure to reject Buyer's Proration Amount within ten (10) days after receipt of a Notice of DisagreementAmount; (iii) SellerLicensee's rejection of BuyerProgrammer's Proration Amount in the event the amount in dispute equals or is less than Five Thousand Dollars ($5,000); and (iv) notice to Seller Licensee and Buyer Programmer of the resolution of the disputed amount by the Referee in the event that the amount in dispute exceeds Five Thousand Dollars ($5,000). Any payment required by Seller Licensee to Buyer Programmer or by Buyer Programmer to SellerLicensee, as the case may be, under this Section 5.2 4.7 shall be paid by check or wire transfer of immediately available federal funds to the account of the payee with a financial institution in the United States as designated by Seller Licensee in the Proration Schedule or by Buyer Programmer in the Notice of Disagreement (or by separate notice in the event that Buyer Licensee does not send a Notice of Disagreement). If either Buyer Programmer or Seller Licensee fails to pay when due any amount under this Section 5.24.7, interest on such amount will accrue from the date payment was due to the date such payment is made at a per annum rate equal to the Prime Rate plus two three percent (23%), and such interest shall be payable upon demand.

Payment of Proration Items. Three (3i) Two (2) business days prior to Closing, Seller shall deliver to Buyer a preliminary list of all items to be prorated pursuant to Section 5.1 1.6(a) (the "“Preliminary Proration Schedule"”), and, to the extent feasiblethat Buyer and Seller agree, such preliminary prorations shall be credited against or added to the Purchase Price at Closing. In the event Buyer and Seller do not reach a final agreement on such prorations and adjustments at Closing, Seller shall deliver to Buyer a schedule of its proposed prorations and adjustments (the "“Proration Schedule "Schedule”) no later than forty-five (45) days after the Closing Date. The Proration Schedule shall be conclusive and binding upon Buyer unless Buyer provides Seller with written notice of objection (the "“Notice of Disagreement"”) within ten (10) business days after Buyer's ’s receipt of the Proration Schedule, which notice shall state the prorations of expenses proposed by Buyer (the "“Buyer's ’s Proration Amount"”). Seller shall have ten (10) business days from receipt of a Notice of Disagreement to accept or reject Buyer's ’s Proration Amount. If Seller rejects Buyer's ’s Proration Amount, and the amount in dispute exceeds $5,0001,000, either party may submit the dispute shall be submitted within ten (10) days for resolution to an accounting firm, independent certified public accountant mutually agreeable to the parties, that is unaffiliated with either party Buyer and Seller (the "Referee ") for resolution“Referee”), such resolution to be made within twenty (20) days after submission to the Referee and to be final, conclusive and binding on Seller and Buyer. Buyer and Seller agree to share equally the cost and expenses of the Referee, but each party shall bear its own legal and other expenses, if any. If the amount in dispute is equal to or less than $5,0001,000, such amount shall be divided equally between Buyer and Seller. Payment by Buyer or SellerExcept as specified in the following sentence, as the case may be, cost of any arbitration (including the fees and expenses of the proration amounts determined Referee) pursuant to this Section 5.2 1.6(b)(i) shall be due five borne by Buyer and Seller in inverse proportion as they may prevail on matters resolved by the Referee, which proportional allocations shall also be determined by the Referee at the time the determination of the Referee is rendered on the matters submitted. The fees and expenses (5if any) business days after of Buyer’s independent auditors and attorneys incurred in connection with the last to occur of (i) Buyer's acceptance review of the Proration Schedule or Buyer's failure to give Seller a timely Notice of Disagreement; (ii) Seller's acceptance of Buyer's Proration Amount or failure to reject Buyer's Proration Amount within ten (10) days after receipt of a Notice of Disagreement; (iii) Seller's rejection of Buyer's Proration Amount in the event the amount in dispute equals or is less than $5,000; and (iv) notice to Seller and Buyer of the resolution of the disputed amount by the Referee in the event that the amount in dispute exceeds $5,000. Any payment required by Seller to Buyer or by Buyer to Seller, as the case may be, under this Section 5.2 shall be paid borne by check or wire transfer Buyer, and the fees and expenses (if any) of immediately available federal funds to the account Seller’s independent auditors and attorneys incurred in connection with their review of the payee with a financial institution in the United States as designated by Seller in the Proration Schedule or by Buyer in the Notice of Disagreement (or by separate notice in the event that Buyer does not send a Notice of Disagreement). If either Buyer or Seller fails to pay when due any amount under this Section 5.2, interest on such amount will accrue from the date payment was due to the date such payment is made at a per annum rate equal to the Prime Rate plus two percent (2%), and such interest shall be payable upon demandborne by Seller.

Payment of Proration Items. Three (3) business days prior to Closing, Seller shall deliver to Buyer a preliminary list of all items to be prorated pursuant to Section 5.1 (the "Preliminary Proration Schedule"), and, to the extent feasible, such prorations shall be credited against or added to the Purchase Price at Closing. In To the event Buyer and Seller do not reach a final agreement on such extent that all prorations and adjustments are not resolved at Closing, Seller shall deliver to Buyer a schedule of its proposed such additional prorations and adjustments (the "Proration Schedule Schedule") no later than forty-five (45) days after the Closing Date. The Proration Schedule shall be conclusive and binding upon Buyer unless Buyer provides Seller with written notice of objection (the "Notice of Disagreement") within ten twenty (1020) business days after Buyer's receipt of the Proration Schedule, which notice shall state the prorations of expenses proposed by Buyer (the "Buyer's Proration Amount"). Seller shall have ten twenty (1020) business days from receipt of a Notice of Disagreement to accept or reject Buyer's Proration Amount. If Seller rejects Buyer's Proration Amount, and the amount in dispute exceeds five thousand dollars ($5,000), the dispute shall be submitted within ten (10) days to an accounting firmthe Phoenix, mutually agreeable to the parties, that is unaffiliated with either party Arizona office of Deloitte & Touche (the "Referee Referee") for resolution, such resolution to be made within twenty (20) days after submission to the Referee and to be final, conclusive and binding on Seller and Buyer. Buyer and Seller agree to share equally the The cost and expenses of the RefereeReferee shall be proportionately allocated between Buyer and Seller based on the percentage of the disputed amount allocated by the Referee to Buyer and Seller, respectively, but each party shall bear its own legal and other expenses, if any. If the amount in dispute is equal to or less than five thousand dollars ($5,000), such amount shall be divided equally between Buyer and Seller. Payment by Buyer or Seller, as the case may be, of the proration amounts determined pursuant to this Section 5.2 shall be due five ten (510) business days after the last to occur of (i) Buyer's acceptance of the Proration Schedule or Buyer's failure to give Seller a timely Notice of Disagreement; (ii) Seller's acceptance of Buyer's Proration Amount or failure to reject Buyer's Proration Amount within ten (10) days after of receipt of a Notice of Disagreement; (iii) Seller's rejection of Buyer's Proration Amount in the event the amount in dispute equals or is less than five thousand dollars ($5,000); and (iv) notice to Seller and Buyer of the resolution of the disputed amount by the Referee in the event that the amount in dispute exceeds five thousand dollars ($5,000). Any payment required by Seller to Buyer or by Buyer to Seller, as the case may be, under this Section 5.2 shall be paid by check or wire transfer of immediately available federal funds to the account of the payee with a financial institution in the United States as designated by Seller in the Proration Schedule or by Buyer in the Notice of Disagreement (or by separate notice in the event that Buyer does not send a Notice of Disagreement). If either Buyer or Seller fails to pay when due any amount under this Section 5.2, interest on such amount will accrue from the date payment was due to the date such payment is made at a per annum rate equal to the Prime Rate plus two percent (2%), and such interest shall be payable upon demand.

Payment of Proration Items. Three Within sixty (360) business days prior to Closingfollowing the Closing Date, Seller Buyer shall deliver to Buyer a preliminary list of all items to be prorated pursuant to Section 5.1 (the "Preliminary Proration Schedule"), and, to the extent feasible, such prorations shall be credited against or added to the Purchase Price at Closing. In the event Buyer and Seller do not reach a final agreement on such prorations and adjustments at Closing, Seller shall deliver to Buyer a schedule of its proposed prorations and adjustments (which shall set forth in reasonable detail the basis for those determinations) (the "Proration Schedule Schedule") no later than forty-five (45) days after the Closing Date). The Proration Schedule shall be conclusive and binding upon Seller unless Seller provides Buyer unless Buyer provides Seller with written notice of objection (the "Notice of Disagreement") within ten thirty (1030) business days after BuyerSeller's receipt of the Proration Schedule, which notice shall state the prorations of expenses proposed by Buyer Seller (the "BuyerSeller's Proration Amount"). Those items which are not in dispute shall be paid by Seller or Buyer, as the case may be, within forty-five (45) days after Seller's receipt of the Proration Schedule. Buyer shall have ten fifteen (1015) business days from receipt of a Notice of Disagreement to accept or reject BuyerSeller's Proration Amount. If Seller Buyer rejects BuyerSeller's Proration Amount, and the amount in dispute exceeds $5,000, the dispute shall be submitted within ten (10) days to an a mutually acceptable accounting firm, mutually agreeable to the parties, firm that is unaffiliated has no relationship with either party Buyer or Seller (the "Referee Referee") for resolution, such resolution to be made within twenty thirty (2030) days after submission to the Referee and to be final, conclusive and binding on Seller and Buyer. Buyer and Seller agree to share equally the cost and expenses of the Referee, but each party shall bear its own legal and other expenses, if any. If the amount in dispute is equal to or less than $5,000, such amount shall be divided equally between Buyer and Seller. Payment by Buyer or Seller, as the case may be, of the proration amounts determined pursuant to this Section 5.2 shall be due five thirty (530) business days after the last to occur of (i) BuyerSeller's acceptance of the Proration Schedule or Buyer's failure to give Seller Buyer a timely Notice of Disagreement; (ii) SellerBuyer's acceptance of BuyerSeller's Proration Amount or failure to reject Buyer's Proration Amount within ten (10) days after receipt of a Notice of Disagreement; (iii) Seller's rejection of Buyer's Proration Amount in the event the amount in dispute equals or is less than $5,000Amount; and (iviii) notice to Seller and Buyer of the resolution of the disputed amount by the Referee in the event that the amount in dispute exceeds $5,000Referee. Any payment required by Seller to Buyer or by Buyer to Seller, as the case may be, under this Section 5.2 shall be paid by check or wire transfer of immediately available federal funds to the account of the payee with a financial institution in the United States as designated by Seller Buyer in the Proration Schedule or by Buyer Seller in the Notice of Disagreement (or by separate notice in 12 - 11 - the event that Buyer Seller does not send a Notice of Disagreement). If either Buyer or Seller fails to pay when due any amount under this Section 5.2, interest on such amount will accrue from the date payment was due to the date such payment is made at a per annum rate equal to the Prime Rate plus two three percent (23%), and such interest shall be payable upon demand.

Payment of Proration Items. Three (3) business days Business Days prior to Closing, Seller shall deliver to Buyer a preliminary list of all items to be prorated pursuant to Section 5.1 (the "“Preliminary Proration Schedule"”), and, to the extent feasible, such prorations shall be credited against or added to the Purchase Price Price, as applicable, at Closing. In the event Buyer and Seller do not reach a final agreement on such prorations and adjustments at Closing, Seller shall deliver to Buyer a schedule of its proposed prorations and adjustments (the "“Proration Schedule "Schedule”) no later than forty-five (45) days after the Closing Date. The Proration Schedule shall be conclusive and binding upon Buyer unless Buyer provides Seller with written notice of objection (the "“Notice of Disagreement"”) within ten (10) business days after Buyer's ’s receipt of the Proration Schedule, which notice shall state the prorations of expenses proposed by Buyer (the "“Buyer's ’s Proration Amount"”). Seller shall have ten (10) business days from receipt of a Notice of Disagreement to accept or reject Buyer's ’s Proration Amount. If Seller rejects Buyer's ’s Proration Amount, and the amount in dispute exceeds $5,00010,000, the dispute shall be submitted within ten (10) days to an accounting firm, mutually agreeable to the parties, that is unaffiliated with either party (the "Referee "“Referee”) for resolution, such resolution to be made within twenty (20) days after submission to the Referee and to be final, conclusive and binding on Seller and Buyer. Buyer and Seller agree to share equally the cost and expenses of the Referee, but each party shall bear its own legal and other expenses, if any. If the amount in dispute is equal to or less than $5,00010,000, such amount shall be divided equally between Buyer and Seller. Payment by Buyer or Seller, as the case may be, of the proration amounts determined pursuant to this Section 5.2 shall be due five (5) business days after the last to occur of (i) Buyer's ’s acceptance of the Proration Schedule or Buyer's ’s failure to give Seller a timely Notice of Disagreement; (ii) Seller's ’s acceptance of Buyer's ’s Proration Amount or failure to reject Buyer's ’s Proration Amount within ten (10) days after receipt of a Notice of Disagreement; (iii) Seller's ’s rejection of Buyer's ’s Proration Amount in the event the amount in dispute equals or is less than $5,00010,000; and (iv) notice to Seller and Buyer of the resolution of the disputed amount by the Referee in the event that the amount in dispute exceeds $5,00010,000. Any payment required by Seller to Buyer or by Buyer to Seller, as the case may be, under this Section 5.2 shall be paid by check or wire transfer of immediately available federal funds to the account of the payee with a financial institution in the United States as designated by Seller in the Proration Schedule or by Buyer in the Notice of Disagreement (or by separate notice in the event that Buyer does not send a Notice of Disagreement). If either Buyer or Seller fails to pay when due any amount under this Section 5.2, interest on such amount will accrue from the date payment was due to the date such payment is made at a per annum rate equal to the Prime Rate plus two percent (2%), and such interest shall be payable upon demand.

Payment of Proration Items. Three (3) business days prior to Closing, Seller shall deliver to Buyer a preliminary list of all items to be prorated pursuant to Section 5.1 (the "“Preliminary Proration Schedule"”), and, to the extent feasible, such prorations shall be credited against or added to the Purchase Price at Closing. In the event Buyer and Seller do not reach a final agreement on such prorations and adjustments at Closing, Seller shall deliver to Buyer a schedule of its proposed prorations and adjustments (the "“Proration Schedule "Schedule”) no later than forty-five (45) days after the Closing Date. The Proration Schedule shall be conclusive and binding upon Buyer unless Buyer provides Seller with written notice of objection (the "“Notice of Disagreement"”) within ten (10) business days after Buyer's ’s receipt of the Proration Schedule, which notice shall state the prorations of expenses proposed by Buyer (the "“Buyer's ’s Proration Amount"”). Seller shall have ten (10) business days from receipt of a Notice of Disagreement to accept or reject Buyer's ’s Proration Amount. If Seller rejects Buyer's ’s Proration Amount, and the amount in dispute exceeds $5,000, the dispute shall be submitted within ten (10) days to an accounting firm, mutually agreeable to the parties, that is unaffiliated with either party (the "Referee "“Referee”) for resolution, such resolution to be made within twenty (20) days after submission to the Referee and to be final, conclusive and binding on Seller and Buyer. Buyer and Seller agree to share equally the cost and expenses of the Referee, but each party shall bear its own legal and other expenses, if any. If the amount in dispute is equal to or less than $5,000, such amount shall be divided equally between Buyer and Seller. Payment by Buyer or Seller, as the case may be, of the proration amounts determined pursuant to this Section 5.2 shall be due five (5) business days after the last to occur of (i) Buyer's ’s acceptance of the Proration Schedule or Buyer's ’s failure to give Seller a timely Notice of Disagreement; (ii) Seller's ’s acceptance of Buyer's ’s Proration Amount or failure to reject Buyer's ’s Proration Amount within ten (10) days after receipt of a Notice of Disagreement; (iii) Seller's ’s rejection of Buyer's ’s Proration Amount in the event the amount in dispute equals or is less than $5,000; and (iv) notice to Seller and Buyer of the resolution of the disputed amount by the Referee in the event that the amount in dispute exceeds $5,000. Any payment required by Seller to Buyer or by Buyer to Seller, as the case may be, under this Section 5.2 shall be paid by check or wire transfer of immediately available federal funds to the account of the payee with a financial institution in the United States as designated by Seller in the Proration Schedule or by Buyer in the Notice of Disagreement (or by separate notice in the event that Buyer does not send a Notice of Disagreement). If either Buyer or Seller fails to pay when due any amount under this Section 5.2, interest on such amount will accrue from the date payment was due to the date such payment is made at a per annum rate equal to the Prime Rate plus two percent (2%), and such interest shall be payable upon demand.

Payment of Proration Items. Three (3i) Two (2) business days prior to Closing, Seller shall deliver to Buyer a preliminary list of all items to be prorated pursuant to Section 5.1 1.6(a) (the "“Preliminary Proration Schedule"”), and, to the extent feasiblethat Buyer and Seller agree, such preliminary prorations shall be credited against or added to the Purchase Price at Closing. In the event Buyer and Seller do not reach a final agreement on such prorations and adjustments at Closing, Seller shall deliver to Buyer a schedule of its proposed prorations and adjustments (the "“Proration Schedule "Schedule”) no later than forty-five (45) days after the Closing Date. The Proration Schedule shall be conclusive and binding upon Buyer unless Buyer provides Seller with written notice of objection (the "“Notice of Disagreement"”) within ten (10) business days after Buyer's ’s receipt of the Proration Schedule, which notice shall state the prorations of expenses proposed by Buyer (the "“Buyer's ’s Proration Amount"”). Seller shall have ten (10) business days from receipt of a Notice of Disagreement to accept or reject Buyer's ’s Proration Amount. If Seller rejects Buyer's Xxxxx’s Proration Amount, and the amount in dispute exceeds $5,0001,000, either party may submit the dispute shall be submitted within ten (10) days for resolution to an accounting firm, independent certified public accountant mutually agreeable to the parties, that is unaffiliated with either party Buyer and Seller (the "Referee ") for resolution“Referee”), such resolution to be made within twenty (20) days after submission to the Referee and to be final, conclusive and binding on Seller and Buyer. Buyer and Seller agree to share equally the cost and expenses of the Referee, but each party shall bear its own legal and other expenses, if any. If the amount in dispute is equal to or less than $5,0001,000, such amount shall be divided equally between Buyer and Seller. Payment by Buyer or SellerExcept as specified in the following sentence, as the case may be, cost of any arbitration (including the fees and expenses of the proration amounts determined Referee) pursuant to this Section 5.2 1.6(b)(i) shall be due five borne by Buyer and Seller in inverse proportion as they may prevail on matters resolved by the Referee, which proportional allocations shall also be determined by the Referee at the time the determination of the Referee is rendered on the matters submitted. The fees and expenses (5if any) business days after of Xxxxx’s independent auditors and attorneys incurred in connection with the last to occur of (i) Buyer's acceptance review of the Proration Schedule or Buyer's failure to give Seller a timely Notice of Disagreement; (ii) Seller's acceptance of Buyer's Proration Amount or failure to reject Buyer's Proration Amount within ten (10) days after receipt of a Notice of Disagreement; (iii) Seller's rejection of Buyer's Proration Amount in the event the amount in dispute equals or is less than $5,000; and (iv) notice to Seller and Buyer of the resolution of the disputed amount by the Referee in the event that the amount in dispute exceeds $5,000. Any payment required by Seller to Buyer or by Buyer to Seller, as the case may be, under this Section 5.2 shall be paid borne by check or wire transfer Buyer, and the fees and expenses (if any) of immediately available federal funds to the account Seller’s independent auditors and attorneys incurred in connection with their review of the payee with a financial institution in the United States as designated by Seller in the Proration Schedule or by Buyer in the Notice of Disagreement (or by separate notice in the event that Buyer does not send a Notice of Disagreement). If either Buyer or Seller fails to pay when due any amount under this Section 5.2, interest on such amount will accrue from the date payment was due to the date such payment is made at a per annum rate equal to the Prime Rate plus two percent (2%), and such interest shall be payable upon demandborne by Seller.

Payment of Proration Items. Three Not less than five (35) business days prior to Closingafter the Commencement Date, Seller Topaz shall deliver to Buyer Programmer a preliminary list schedule setting forth its good faith calculation of all items to be prorated the prorations pursuant to Section 5.1 Sections 4.6 and 4.7 (which schedule shall set forth in reasonable detail the basis for those determinations) (the "Preliminary Proration Schedule"), and, to the extent feasible, such prorations and adjustments shall be credited against or added to made as of the Purchase Price at Closing. In the event Buyer and Seller do not reach a final agreement on such prorations and adjustments at Closing, Seller shall deliver to Buyer a schedule of its proposed prorations and adjustments (the "Proration Schedule ") no later than forty-five (45) days after the Closing Commencement Date. The Proration Schedule shall be conclusive and binding upon Buyer Programmer unless Buyer Programmer provides Seller Topaz with written notice of objection (the "Notice of Disagreement") within ten thirty (1030) business days after BuyerProgrammer's receipt of the Proration Schedule, which notice shall state the prorations of expenses proposed by Buyer Programmer (the "BuyerProgrammer's Proration Amount"). Seller Topaz shall have ten fifteen (1015) business days from receipt of a Notice of Disagreement to accept or reject BuyerProgrammer's Proration Amount. If Seller Topaz rejects BuyerProgrammer's Proration Amount, and the amount in dispute exceeds five thousand dollars ($5,000), the dispute shall be submitted within ten (10) days to an a mutually agreed upon accounting firm, mutually agreeable to the parties, that is unaffiliated with either party firm (the "Referee Referee") for resolutionresolution of the dispute, such resolution to be made within twenty thirty (2030) days after submission to the Referee and to be final, conclusive and binding on Seller Topaz and BuyerProgrammer. Buyer Programmer and Seller Topaz agree to share equally the cost and expenses of the Referee, but each party shall bear its own legal and other expenses, if any. If the amount in dispute is equal to or less than Five Thousand Dollars ($5,000), such amount shall be divided equally between Buyer Programmer and SellerTopaz. Payment by Buyer Programmer or SellerTopaz, as the case may be, of the proration amounts determined pursuant to this Section 5.2 4.8 shall be due five fifteen (515) business days after the last to occur of (i) BuyerProgrammer's acceptance of the Proration Schedule or Buyer's failure to give Seller Topaz a timely Notice of Disagreement; (ii) SellerTopaz's acceptance of BuyerProgrammer's Proration Amount or failure to reject Buyer's Proration Amount within ten (10) days after receipt of a Notice of DisagreementAmount; (iii) SellerTopaz's rejection of BuyerProgrammer's Proration Amount in the event the amount in dispute equals or is less than Five Thousand Dollars ($5,000); and (iv) notice to Seller Topaz and Buyer Programmer of the resolution of the disputed amount by the Referee in the event that the amount in dispute exceeds Five Thousand Dollars ($5,000). Any payment required by Seller Topaz to Buyer Programmer or by Buyer Programmer to SellerTopaz, as the case may be, under this Section 5.2 4.8 shall be paid by check or wire transfer of immediately available federal funds to the account of the payee with a financial institution in the United States as designated by Seller Topaz in the Proration Schedule or by Buyer Programmer in the Notice of Disagreement (or by separate notice in the event that Buyer Topaz does not send a Notice of Disagreement). If either Buyer Programmer or Seller Topaz fails to pay when due any amount under this Section 5.24.8, interest on such amount will accrue from the date payment was due to the date such payment is made at a per annum rate equal to the Prime Rate plus two three percent (23%), and such interest shall be payable upon demand.

Payment of Proration Items. Three Within sixty (360) business days prior to Closingfollowing the Closing Date, Seller Buyer shall deliver to Buyer a preliminary list of all items to be prorated pursuant to Section 5.1 (the "Preliminary Proration Schedule"), and, to the extent feasible, such prorations shall be credited against or added to the Purchase Price at Closing. In the event Buyer and Seller do not reach a final agreement on such prorations and adjustments at Closing, Seller shall deliver to Buyer a schedule of its proposed prorations and adjustments (which shall set forth in reasonable detail the basis for those determinations) (the "Proration Schedule Schedule") no later than forty-five (45) days after the Closing Date). The Proration Schedule shall be conclusive and binding upon Seller unless Seller provides Buyer unless Buyer provides Seller with written notice of objection (the "Notice of Disagreement") within ten thirty (1030) business days after BuyerSeller's receipt of the Proration Schedule, which notice shall state the prorations of expenses proposed by Buyer Seller (the "BuyerSeller's Proration Amount"). Those items which are not in dispute shall be paid by Seller or Buyer, as the case may be, within forty-five (45) days after Seller's receipt of the Proration Schedule. Buyer shall have ten fifteen (1015) business days from receipt of a Notice of Disagreement to accept or reject BuyerSeller's Proration Amount. If Seller Buyer rejects BuyerSeller's Proration Amount, and the amount items in dispute exceeds $5,000, the dispute shall be submitted within ten (10) days to an a mutually acceptable accounting firm, mutually agreeable to the parties, firm that is unaffiliated has no relationship with either party Buyer or Seller (the "Referee Referee") for resolution, such resolution to be made within twenty thirty (2030) days after submission to the Referee and to be final, conclusive and binding on Seller and Buyer. Buyer and Seller agree to share equally the cost and expenses of the Referee, but each party shall bear its own legal and other expenses, if any. If the amount in dispute is equal to or less than $5,000, such amount shall be divided equally between Buyer and Seller. Payment by Buyer or Seller, as the case may be, of the proration amounts determined pursuant to this Section 5.2 shall be due five thirty (530) business days after the last to occur of (i) BuyerSeller's acceptance of the Proration Schedule or Buyer's failure to give Seller Buyer a timely Notice of Disagreement; (ii) SellerBuyer's acceptance of BuyerSeller's Proration Amount or failure to reject Buyer's Proration Amount within ten (10) days after receipt of a Notice of Disagreement; (iii) Seller's rejection of Buyer's Proration Amount in the event the amount in dispute equals or is less than $5,000Amount; and (iviii) notice to Seller and Buyer of the resolution of the disputed amount by the Referee in the event that the amount in dispute exceeds $5,000Referee. Any payment required by Seller to Buyer or by Buyer to Seller, as the case may be, under this Section 5.2 shall be paid by check or wire transfer of immediately available federal funds to the account of the payee with a financial institution in the United States as designated by Seller Buyer in the Proration Schedule or by Buyer Seller in the Notice of Disagreement (or by separate notice in the event that Buyer Seller does not send a Notice of Disagreement). If either Buyer or Seller fails to pay when due any amount under this Section 5.2, interest on such amount will accrue from the date payment was due to the date such payment is made at a per annum rate equal to the Prime Rate plus two three percent (23%), and such interest shall be payable upon demand.