Common use of PRORATION AMOUNT Clause in Contracts

PRORATION AMOUNT. 2.6.1. At least five (5) days prior to the Transfer Date, Sellers shall make a good faith estimate of the adjustments to the Base Purchase Price customary in television broadcast station transactions for Proration Items (the "Proration Amount") to reflect that all Proration Items of the Stations shall be apportioned between Buyer and Sellers in accordance with the principle that Sellers shall receive the benefit of all revenues, refunds, deposits (other than deposits for Program Contracts which shall be prorated based on the percentage of the term that the film or program was aired on the Stations before the Transfer Date and the percentage available to be aired on and after the Transfer Date) and prepaid expenses, and shall be responsible for all expenses, costs and liabilities allocable to the conduct of the businesses or operations of the Stations for the period prior to the Transfer Date, and Buyer shall receive the benefit of all revenues, refunds, deposits and prepaid expenses, and shall be responsible for all expenses, costs and liabilities allocable to the conduct of the businesses or operations of the Stations from and after the Transfer Date; provided, however, that there shall be no adjustment or proration for any negative or positive net trade balance except to the extent that the negative trade balance (i.e., the amount by which the value of goods or services to be received is less than the value of any advertising time remaining to be run) for any Station exceeds Fifty Thousand Dollars ($50,000) as of the Transfer Date; provided, further, that if there shall be a Non-License Transfer, then prorations and adjustments for Proration Items related to the License Assets shall be made pursuant to this Section 2.6 as of the Closing Date. Determinations pursuant to this Section 2.6.1 shall be made in accordance with generally accepted accounting principles consistently applied for the period prior to the Non-License Transfer Date or the Closing Date, as applicable.

PRORATION AMOUNT. 2.6.12.8.1. At Subject to the terms and conditions of Section 2.8.2, at least five (5) days prior to the Transfer DateClosing Date for any of the Stations, Sellers shall make a good faith estimate of the adjustments to the Base Purchase Price customary in television and radio broadcast station transactions for Proration Items (the "Proration Amount") to reflect that all Proration Items of the such Stations shall be apportioned between Buyer and Sellers in accordance with the principle that Sellers shall receive the benefit of all revenues, refunds, deposits (other than deposits for Program Contracts which shall be prorated based on the percentage of the term that the film or program was aired on the such Stations before the Transfer Closing Date and the percentage available to be aired on and after the Transfer Closing Date) and prepaid expenses, and shall be responsible for all expenses, costs and liabilities allocable to the conduct of the businesses or operations of the such Stations for the period prior to the Transfer Closing Date, and Buyer shall receive the benefit of all revenues, refunds, deposits and prepaid expenses, and shall be responsible for all expenses, costs and liabilities allocable to the conduct of the businesses or operations of the such Stations from and after the Transfer Closing Date; provided, however, that there shall be no adjustment or proration for any negative or positive net trade balance except to the extent that that: (a) the negative trade balance (i.e., the amount by which the value of goods or services to be received is less than the value of any advertising time remaining to be run) for any Television Station exceeds Fifty Thousand Dollars ($50,000) as of the Transfer Date; provided, further, that if there shall be a Non-License Transfer, then prorations and adjustments for Proration Items related to the License Assets shall be made pursuant to this Section 2.6 50,000 as of the Closing Date, and (b) the negative net trade balance for any Radio Group exceeds $50,000. Determinations pursuant to this Section 2.6.1 2.8.1 shall be made in accordance with generally accepted accounting principles consistently applied for the period prior to the Non-License Transfer Date or the Closing Date, as applicable.

PRORATION AMOUNT. 2.6.1. At least five (5) days prior to the Transfer Date, Sellers shall make a good faith estimate of the adjustments to the Base Purchase Price customary in television broadcast station transactions for Proration Items (the "Proration AmountPRORATION AMOUNT") to reflect that all Proration Items of the Stations Station shall be apportioned between Buyer and Sellers in accordance with the principle that Sellers shall receive the benefit of all revenues, refunds, deposits (other than deposits for under Program Contracts Contracts, to the extent of the amount of such deposits set forth on Schedule 2.1.5, which deposits shall be prorated based on the percentage of the term that the film or program was permitted or required to be aired on the Stations Station before the Transfer Date and the percentage available of the term that the film or program is permitted or required to be aired on and after the Transfer Date) and prepaid expenses, and shall be responsible for all expenses, costs and liabilities allocable to the conduct of the businesses business or operations of the Stations Station for the period prior to the Transfer Date, and Buyer shall receive the benefit of all revenues, refunds, deposits and prepaid expenses, and shall be responsible for all expenses, costs and liabilities allocable to the conduct of the businesses business or operations of the Stations Station from and after the Transfer Date; provided. Notwithstanding the foregoing, however, that there shall be no adjustment or proration (a) for the Accounts Receivable; (b) for the Assumed Accrued Employee Liabilities; provided, however, that in consideration of Buyer's assumption of such Liabilities, Buyer shall receive a credit in the amount of Seventy-Five Thousand Dollars ($75,000) in connection with the calculation of the Proration Amount; (c) for any prepayments (other than deposits as provided for above) under any Program Contract; or (d) for any negative or positive net trade balance of the Station except to the extent that the net negative trade balance (i.e., the amount by which the aggregate value of goods or services to be received under all Trade-out Agreements is less than the aggregate value of any advertising time remaining to be runrun under all Trade-out Agreements) or the net positive trade balance (i.e., the amount by which the aggregate value of any advertising time remaining to be run under all Trade-out Agreements is greater than the aggregate value of goods or services to be received under all Trade-out Agreements) for any the Station exceeds Fifty Twenty-Five Thousand Dollars ($50,00025,000) as of immediately prior to the Transfer Date. With respect to amounts due under the Program Contracts as of the Transfer Date; provided, furtheronly those amounts first becoming due and payable during the month in which the Transfer Date occurs shall be prorated (it being understood and agreed that obligations for payments with respect to Program Contracts first becoming due and payable prior to the month during which the Transfer Date occurs will be allocated solely to Sellers), that if and such amounts shall be prorated based on time elapsed and not actual use of the runs. If there shall be a Non-License Transfer, then prorations and adjustments for Proration Items related to the License Assets shall be made pursuant to this Section 2.6 as of the Closing Date. Determinations pursuant to this Section 2.6.1 2.6 shall be made in accordance with generally accepted accounting principles consistently applied for the period prior to the Non-License Transfer Date or the Closing Date, as applicableGAAP.

PRORATION AMOUNT. 2.6.1. At least five Within ninety (590) days prior to after the Transfer Date, Buyer shall deliver to Sellers shall make in writing and in reasonable detail a good faith estimate determination of the adjustments to the Base Purchase Price customary in television broadcast station transactions for Proration Items (the "Proration Amount") to reflect that all Proration Items of the Stations shall be apportioned between Buyer and Sellers in accordance with the principle that Sellers shall receive the benefit of all revenues, refunds, deposits (other than deposits for Program Contracts which shall be prorated based on the percentage of the term that the film or program was aired on the Stations before the Transfer Date and the percentage available to be aired on and after the Transfer Date) and prepaid expenses, and shall be responsible for all expenses, costs and liabilities allocable to the conduct of the businesses or operations of the Stations for the period prior to the Transfer Date, and Buyer shall receive the benefit of all revenues, refunds, deposits (other than deposits for Program Contracts which shall be prorated based on the percentage of the term that the film or program was aired on the Stations before the Transfer Date and the percentage available to be aired on and after the Transfer Date) and prepaid expenses, and shall be responsible for all expenses, costs and liabilities allocable to the conduct of the businesses or operations of the Stations from and after the Transfer Date; provided, however, that there shall be no adjustment or proration for any negative or positive net trade balance except to the extent that the negative trade balance (i.e., the amount by which the value of goods or services to be received is less than the value of any advertising time remaining to be run) for any Station exceeds Fifty Thousand Dollars ($50,000) as of the Transfer Date; provided, further, that if there shall be a Non-License Transfer, then prorations and adjustments for Proration Items related to the License Assets shall be made pursuant to this Section 2.6 2.6. as of the Closing Date. Determinations pursuant to this Section 2.6.1 2.6. shall be made in accordance with generally accepted accounting principles consistently applied for the period prior to the Non-License Transfer Date or the Closing Date, as applicable. Sellers shall assist Buyer in making the determination of the Proration Amount, and Buyer shall provide Sellers with reasonable access to the properties, books and records relating to the Stations for the purpose of determining the Proration Amount. Sellers shall have the right to review the computations and workpapers used in connection with Buyer's preparation of the Proration Amount. If Sellers disagree with the amount of the Proration Amount determined by Buyer, Sellers shall so notify Buyer in writing within thirty (30) days after the date of receipt of Buyer's Proration Amount, specifying in detail any point of disagreement; provided, however, that if Sellers fail to notify Buyer in writing of Sellers' disagreement within such thirty (30) day period, Buyer's determination of the Proration Amount shall be final, conclusive and binding on Sellers and Buyer. After the receipt of any notice of disagreement, Buyer and Sellers shall negotiate in good faith to resolve any disagreements regarding the Proration Amount. If any such disagreement cannot be resolved by Sellers and Buyer within thirty (30) days after Buyer has received notice from Sellers of the existence of such disagreement, Buyer and Sellers shall jointly select a nationally recognized independent public accounting firm (the "Accounting Firm"), to review Buyer's determination of the Proration Amount and to resolve as soon as possible all points of disagreement raised by Sellers. All determinations made by the Accounting Firm with respect to the Proration Amount shall be final, conclusive and binding on Buyer and Sellers. The fees and expenses of the Accounting Firm incurred in connection with any such determination shall be shared one-half by Buyer and one-half by Sellers. If upon the final determination of the Proration Amount Buyer is obligated to pay Sellers such amount, then Buyer shall pay such amount to Sellers in cash, within two (2) business days following the final determination of the Proration Amount. If upon the final determination of the Proration Amount Sellers are obligated to pay Buyer such amount, then Sellers shall pay such amount to Buyer in cash within two (2) business days following the final determination of the Proration Amount. Any amounts paid pursuant to this Section 2.6. shall be by wire transfer of immediately available funds for credit to the recipient at a bank account identified by such recipient in writing. Buyer and Sellers agree that prior to the date of the determination of the Proration Amount pursuant to this Section 2.6. (by the Accounting Firm or otherwise), neither party will destroy any records pertaining to, or necessary for, the determination of the Proration Amount. Each Seller hereby appoints Sincxxxx xx its attorney-in-fact with power and authority to act for and on behalf of each Seller in connection with all matters arising under this Section 2.6. Buyer shall be entitled to rely on such appointment and treat Sincxxxx xx the duly appointed attorney-in-fact of each Seller."

PRORATION AMOUNT. 2.6.12.7.1. At Subject to the terms and conditions of Section 2.7.2, at least five (5) days prior to the Transfer DateClosing Date for the Stations, Sellers Seller shall make a good faith estimate of the adjustments to the Base Purchase Price customary in television radio broadcast station transactions for Proration Items (the "Proration Amount") to reflect that all Proration Items of the Stations shall be apportioned between Buyer and Sellers Seller in accordance with the principle that Sellers Seller shall receive the benefit of all revenues, refunds, deposits (other than deposits for Program Contracts which shall be prorated based on the percentage of the term that the film or program was aired on the Stations before the Transfer Closing Date and the percentage available to be aired on and after the Transfer Closing Date) and prepaid expenses, and shall be responsible for all expenses, costs and liabilities allocable to the conduct of the businesses or operations of the Stations for the period prior to the Transfer Closing Date, and Buyer shall receive the benefit of all revenues, refunds, deposits and prepaid expenses, and shall be responsible for all expenses, costs and liabilities allocable to the conduct of the businesses or operations of the Stations from and after the Transfer Closing Date; provided, however, that there shall be no adjustment or proration for any negative or positive net trade balance except to the extent that the negative trade balance (i.e., the amount by which the value of goods or services to be received is less than the value of any advertising time remaining to be run) for any Station exceeds Fifty Thousand Dollars ($50,000) as all of the Transfer Date; provided, further, that if there shall be a Non-License Transfer, then prorations and adjustments for Proration Items related to the License Assets shall be made pursuant to this Section 2.6 Stations exceeds $50,000 as of the Closing Date. Determinations pursuant to this Section 2.6.1 2.7.1 shall be made in accordance with generally accepted accounting principles consistently applied for the period prior to the Non-License Transfer Date or the Closing Date, as applicable.