Common use of Proration of Expenses Clause in Contracts

Proration of Expenses. (a) Except as otherwise specifically provided in this Agreement, it is the intention of the parties hereto that Seller shall operate for its own account the Acquired Business until the effective time of Closing and that Purchaser shall operate for its own account the Acquired Business, after the effective time of Closing. Thus, except as otherwise specifically provided in this Agreement, with respect to the Purchased Assets and Assumed Liabilities, items of expense, including without limitation non-owner occupation fees, payments of amounts due under service contracts, payments of rent, taxes, utilities and other amounts required to be paid by the tenant under leases, and all personal property taxes applicable to the personal property to be transferred hereunder, shall be prorated to the effective time of Closing. On or before the Closing Date, an estimated settlement or settlements of all such prorated items shall be made, which estimated settlement shall include reimbursement to Seller for any security deposits theretofore made pursuant to any lease which is assigned or is to be assigned hereunder, as well as any security deposits made or to be made by Seller in respect of other Purchased Assets or Assumed Liabilities, all of which security deposits shall be held, on and after the Closing Date, for the benefit of Purchaser. Such estimate shall include all computations made by Seller in determining such amounts, and all information used by Seller in connection with such computation. If, after reviewing the computations and such information, Purchaser believes that any amount set forth therein was calculated incorrectly, Purchaser shall so notify Seller and Purchaser and Seller shall cooperate in good faith to determine an agreed upon amount. As soon as practicable after the Closing Date (but not later than 75 days thereafter, except as provided in Section 2.4(b)), the parties shall make a final settlement as to the items to be prorated under this Section 2.4. (bi Any dispute which may arise between Seller and Purchaser as to the calculation of any part of the proration shall be resolved by negotiations between Seller and Purchaser. If thirty (30) days after the Closing Date, the disputed issues have not been resolved, such unresolved issues shall be referred by the party disputing the item in question to a "Big Six" accounting firm (the "Arbitrator") that does not represent any of the parties hereto in any material capacity, which shall act as arbitrator and shall issue its report as to the disputed issues within sixty (60) days after such dispute is so referred. Each of the parties hereto shall bear its respective costs and expenses in connection with such arbitration, except that the fees and expenses of the Arbitrator hereunder shall be born equally by Seller and Purchaser. This provision for arbitration shall be specifically enforceable by the parties and the decision of the Arbitrator in accordance with the provisions hereof shall be final and binding and there shall be no right of appeal therefrom.

Proration of Expenses. (a) Except Subject to the TBA and except as otherwise specifically provided in this Agreement, it is the intention following items shall be pro-rated as of the parties hereto Commencement Date of the TBA and paid, as between Seller, on the one hand, and Buyer, on the other hand, at the Closing (to the extent possible) in the manner provided for herein below: 2.6.1 All pre-paid expenses and deposits, and all expenses for which liability has accrued but whose payment is not yet due or paid as of the Commencement Date of the TBA, including but not limited to (i) such expenses in connection with the Station Agreements, (ii) rents and deposits, (iii) utility deposits and charges, including electricity, water and sewer charges, (iv) business and license fees, including any retroactive adjustments thereof, (v) property and equipment rentals, (vi) applicable copyright or other fees, (vii) sales and service charges, (viii) real and personal property taxes in connection with the Acquired Assets, (ix) operating expenses, (x) all wages and salaries, vacation pay, sick leave and other leave allowances, awards, bonuses, commissions, and other forms of employment compensation and benefits that have accrued in favor of (but that as of the Commencement Date of the TBA have not yet been paid or provided to), any employees of Seller who shall become employees of Buyer after the Closing, and (xi) similar prepaid and deferred items and all revenues arising from the operation of the Station, shall be pro-rated and adjusted between Buyer and Seller in accordance with the principle that Seller shall operate receive all revenues, and shall be responsible for its own account the Acquired Business until the effective time of Closing all expenses, costs, and that Purchaser shall operate for its own account the Acquired Business, after the effective time of Closing. Thus, except as otherwise specifically provided in this Agreement, with respect liabilities allocable to the Purchased Assets and Assumed Liabilities, items conduct of expense, including without limitation non-owner occupation fees, payments the business or operations of amounts due under service contracts, payments the Station up to midnight on the Commencement Date of rent, taxes, utilities and other amounts required to be paid by the tenant under leases, and all personal property taxes applicable to the personal property to be transferred hereunder, shall be prorated to the effective time of ClosingTBA. On or before the Closing Date, an estimated settlement or settlements of all such prorated items shall be made, which estimated settlement shall include reimbursement Any credit to Seller for any security deposits theretofore made pursuant a pre-paid expense shall not exceed an amount commensurate with the value to any lease which is assigned or is to be assigned hereunder, as well as any security deposits made or to Buyer of the pre-paid expense. All prorations shall be made by Seller in respect of other Purchased Assets or Assumed Liabilitiesaccordance with generally accepted accounting principles. Notwithstanding the foregoing, all of which security deposits there shall be heldno adjustment for, on and Seller shall remain solely liable with respect to, any contract other than the Station Agreements in Schedule 2.1.3 hereto, or any other obligation or liability not being assumed by Buyer. 2.6.2 At the conclusion of sixty (60) days from and after the Closing Date, for the benefit of Purchaser. Such estimate shall include all computations made by Seller in determining such amounts, and all information used by Seller in connection with such computation. If, after reviewing the computations and such information, Purchaser believes that any amount set forth therein was calculated incorrectly, Purchaser shall so notify Seller and Purchaser and Seller shall cooperate in good faith to determine an agreed upon amount. As soon as practicable after the Closing Date (but not later than 75 days thereafter, except as provided in Section 2.4(b)), the parties shall make a final settlement as to adjustment shall be made of the items to be prorated under this pro-rated between Buyer and Seller pursuant to Section 2.4. (bi Any dispute which may arise between Seller and Purchaser as to the calculation of any part of the proration shall be resolved by negotiations between Seller and Purchaser. If thirty (30) days after the Closing Date, the disputed issues have not been resolved, such unresolved issues shall be referred by the party disputing the item in question to a "Big Six" accounting firm (the "Arbitrator") that does not represent any of the parties hereto in any material capacity, which shall act as arbitrator and shall issue its report as to the disputed issues within sixty (60) days after such dispute is so referred. Each of the parties hereto shall bear its respective costs and expenses in connection with such arbitration, except that the fees and expenses of the Arbitrator hereunder shall be born equally by Seller and Purchaser. This provision for arbitration shall be specifically enforceable by the parties and the decision of the Arbitrator in accordance with the provisions hereof shall be final and binding and there shall be no right of appeal therefrom2.6.1.

Proration of Expenses. (a) Except as otherwise specifically provided in this Agreement, it is All costs and expenses arising from the intention operations of the parties hereto Station (other than costs and expenses incurred or assumed by Buyer in its capacity as Time Broker under the Time Brokerage Agreement) up to and including 11:59 p.m. of the day prior to the Closing Date (the "Cut Off Time"), will be prorated between Buyer and Seller so that Seller shall operate be responsible for its own account all expenses, costs, liabilities and obligations allocable to the Acquired Business until conduct of the effective time business and the operation of Closing the Station (other than Buyer's expenses as Time Broker) for the period prior to the Cut-Off Time; and that Purchaser Buyer (x) shall operate for its own account the Acquired Business, be entitled to receive all income and revenues and all refunds from and after the effective time commencement of ClosingBuyer's activities under the Time Brokerage Agreement and (y) shall be responsible for all expenses, costs, liabilities and obligations allocable to the conduct of the business and the operation of the Station for the period after the Cut-Off Time. ThusItems to be apportioned pursuant to this paragraph shall include the following: (i) all personal property taxes, except as otherwise specifically provided in this Agreementreal estate taxes, water taxes, ad valorem, and other property taxes or assessments on or with respect to the Purchased Assets assets and Assumed Liabilities, items of expense, including without limitation non-owner occupation fees, payments of amounts due under service contracts, payments of rent, taxes, utilities and other amounts required to be paid by the tenant under leases, and all personal property taxes applicable to the personal property interests to be transferred or assigned to Buyer hereunder; (ii) business and license fees including any FCC Regulatory Fees (and any retroactive adjustments thereof); wages, shall be prorated salaries and benefits of employees (including accruals up to the effective time of Closing. On or before Cut-Off Time for insurance premiums, bonuses, commissions, sick pay, vacation pay and the Closing Date, an estimated settlement or settlements of like and related payroll taxes) and similarly prepaid and deferred items; (iii) liabilities and obligations under all such prorated items shall be made, which estimated settlement shall include reimbursement to Seller for Broadcast Agreements and any security deposits theretofore made pursuant to any lease which is assigned or is negative balances under the Trade Agreements to be assigned and assumed hereunder, as well as any security deposits made or to be made by Seller in respect of other Purchased Assets or Assumed Liabilities, all of which security deposits shall be held, on and after the Closing Date, for the benefit of Purchaser. Such estimate shall include all computations made by Seller in determining such amounts, and all information used by Seller in connection with such computation. If, after reviewing the computations and such information, Purchaser believes that any amount set forth therein was calculated incorrectly, Purchaser shall so notify Seller and Purchaser and Seller shall cooperate in good faith to determine an agreed upon amount. As soon as practicable after the Closing Date (but not later than 75 days thereafter, except as provided in Section 2.4(b)), the parties shall make a final settlement as to the items to be prorated under this Section 2.4. (bi Any dispute which may arise between Seller and Purchaser as to the calculation of any part of the proration shall be resolved by negotiations between Seller and Purchaser. If thirty (30) days after the Closing Date, the disputed issues have not been resolved, such unresolved issues shall be referred by the party disputing the item in question to a "Big Six" accounting firm (the "Arbitrator") that does not represent any of the parties hereto in any material capacity, which shall act as arbitrator and shall issue its report as to the disputed issues within sixty (60) days after such dispute is so referred. Each of the parties hereto shall bear its respective costs and expenses in connection with such arbitration, except that the fees and expenses of the Arbitrator hereunder shall be born equally by Seller and Purchaser. This provision for arbitration shall be specifically enforceable by the parties and the decision of the Arbitrator in accordance with the provisions hereof shall be final and binding and there shall be no right of appeal therefrom.;

Proration of Expenses. (a) Except as otherwise specifically provided Notwithstanding anything to the contrary in this Agreement, it is the intention Seller Group will be obligated to make any payments in respect of trade payables and expenses, and be entitled to receive and retain any receivables and revenue (other than insurance proceeds to the parties hereto that extent provided in Section 1.03(e) and Section 4.12(b)), in each case in respect of events occurring, and for periods and portions thereof ending, on or prior to the Closing as “Excluded Liabilities” and “Excluded Assets,” respectively, and the Acquiror Group will be obligated to make any payments in respect of trade payables and expenses (other than the Seller Transaction Expenses, which shall operate be the sole liability of Seller), and be entitled to receive and retain any receivables and revenue, in each case in respect of events occurring, and for its own account the Acquired Business until the effective time of Closing periods and that Purchaser shall operate for its own account the Acquired Businessportions thereof ending, after the effective time Closing, as “Assumed Liabilities” and “Acquired Assets,” respectively. For purposes of Closing. Thusthis Section 1.11, except as otherwise specifically provided in this Agreementprorations of receivables, with respect payables, expenses and revenue relating to the Purchased use and occupancy of the Acquired Assets and Assumed Liabilities, items or the operation of expense, including without limitation non-owner occupation fees, payments the Business will be made on an accrual basis in accordance with GAAP; provided that Taxes taken into account in determining the prorations of amounts due under service contracts, payments of rent, taxes, utilities and other amounts required payables or expenses pursuant to this Section 1.11 will be paid by the tenant under leases, and all personal property taxes applicable to the personal property to be transferred hereunder, shall be prorated to the effective time of Closing. On or before the Closing Date, an estimated settlement or settlements of all such prorated items shall be made, which estimated settlement shall include reimbursement allocated to Seller for any security deposits theretofore made pursuant to any lease which is assigned or is to be assigned hereunder, as well as any security deposits made or to be made by Seller Acquiror in respect of other Purchased Assets or Assumed Liabilities, all of which security deposits shall be held, on and after accordance with the Closing Date, for the benefit of Purchaserprinciples outlined in Section 8.04(c). Such estimate shall include all computations made by Seller in determining such amounts, and all information used by Seller in connection with such computation. If, after reviewing the computations and such information, Purchaser believes that any amount set forth therein was calculated incorrectly, Purchaser shall so notify Seller and Purchaser and Seller shall cooperate The Parties will work in good faith to determine an agreed upon amount. As soon as practicable after the Closing Date (but not later than 75 days thereafter, except as provided in Section 2.4(b)), the parties shall make a final settlement as to the items to be prorated and finalize any amounts due under this Section 2.41.11 prior to the Closing Date. (bi Any dispute which may arise between Seller will provide Acquiror supporting documentation and Purchaser make its representatives reasonably available to answer questions as to the calculation its determination of any part prorations of trade payables or expenses pursuant to this Section 1.11. The net amount of the proration shall prorations contemplated by this Section 1.11 will be resolved credited to (or debited from) the U.S. Base Price, the Brazil Base Price, or the Colombia Base Price, as applicable, payable by negotiations between Seller and Purchaser. If thirty (30) days after Acquiror at the Closing; provided, however, that to the extent any such prorations are not finalized by the Closing Date, the disputed issues have not been resolvedParties will cooperate with each other in good faith to finalize such amounts as promptly as practicable, such unresolved issues shall be referred by but in no event later than 60 days, after the party disputing the item in question to a "Big Six" accounting firm (the "Arbitrator") that does not represent any of the parties hereto in any material capacity, which shall act as arbitrator and shall issue its report as to the disputed issues within sixty (60) days after such dispute is so referred. Each of the parties hereto shall bear its respective costs and expenses in connection with such arbitration, except that the fees and expenses of the Arbitrator hereunder shall be born equally by Seller and Purchaser. This provision for arbitration shall be specifically enforceable by the parties and the decision of the Arbitrator in accordance with the provisions hereof shall be final and binding and there shall be no right of appeal therefromClosing Date.

Proration of Expenses. (a) Except Subject to the TBA and except as otherwise specifically provided in this Agreement, it is the intention following items shall be pro-rated as of midnight of the parties hereto day before the Closing Date and paid, as between Seller, on the one hand, and Buyer, on the other hand, at the Closing (to the extent possible) in the manner provided for herein below: 2. 4.4.1 All pre-paid expenses and deposits, and all expenses for which liability has accrued but whose payment is not yet due as of the Closing Date, including but not limited to (i) such expenses in connection with the Station Agreements, (ii) rents and deposits, (iii) utility deposits and charges, including electricity, water and sewer charges, (iv) business and license fees, including any retroactive adjustments thereof, (v) property and equipment rentals, (vi) applicable copyright or other fees, (vii) sales and service charges, (viii) real and personal property taxes in connection with the Assets, (ix) operating expenses, and (x) similar prepaid and deferred items and all revenues arising from the operation of the Stations, and all wages and salaries, vacation pay, sick leave and other leave allowances, awards, bonuses, commissions, and other forms of employment compensation and benefits that Seller have accrued in favor of (but that as of midnight on the day before the Closing Date shall operate for its own account not yet have been paid or otherwise provided to), the Acquired Business until employees of the effective time Stations who may become employees of Closing and that Purchaser shall operate for its own account the Acquired Business, Buyer after the effective time of Closing. Thus, shall be pro-rated and adjusted between Buyer and Seller in accordance with the principle that except as otherwise specifically provided in this AgreementAgreement or the TBA, with respect Seller shall receive all revenues, and shall be responsible for all expenses, costs, and liabilities allocable to the Purchased Assets and Assumed Liabilities, items conduct of expense, including without limitation non-owner occupation fees, payments the business or operations of amounts due under service contracts, payments of rent, taxes, utilities and other amounts required the Stations up to be paid by midnight on the tenant under leases, and all personal property taxes applicable to the personal property to be transferred hereunder, shall be prorated to the effective time of Closing. On or day before the Closing Date, an estimated settlement or settlements of all such prorated items shall be made, which estimated settlement shall include reimbursement . Any credit to Seller for any security deposits theretofore made pursuant a pre-paid expense shall not exceed an amount commensurate with the value to any lease which is assigned or is to be assigned hereunder, as well as any security deposits made or to Buyer of the pre-paid expense. All prorations shall be made by Seller in respect of other Purchased Assets or Assumed Liabilities, all of which security deposits shall be held, on and after the Closing Date, for the benefit of Purchaser. Such estimate shall include all computations made by Seller in determining such amounts, and all information used by Seller in connection with such computation. If, after reviewing the computations and such information, Purchaser believes that any amount set forth therein was calculated incorrectly, Purchaser shall so notify Seller and Purchaser and Seller shall cooperate in good faith to determine an agreed upon amount. As soon as practicable after the Closing Date (but not later than 75 days thereafter, except as provided in Section 2.4(b)), the parties shall make a final settlement as to the items to be prorated under this Section 2.4. (bi Any dispute which may arise between Seller and Purchaser as to the calculation of any part of the proration shall be resolved by negotiations between Seller and Purchaser. If thirty (30) days after the Closing Date, the disputed issues have not been resolved, such unresolved issues shall be referred by the party disputing the item in question to a "Big Six" accounting firm (the "Arbitrator") that does not represent any of the parties hereto in any material capacity, which shall act as arbitrator and shall issue its report as to the disputed issues within sixty (60) days after such dispute is so referred. Each of the parties hereto shall bear its respective costs and expenses in connection with such arbitration, except that the fees and expenses of the Arbitrator hereunder shall be born equally by Seller and Purchaser. This provision for arbitration shall be specifically enforceable by the parties and the decision of the Arbitrator in accordance with generally accepted accounting principles. Notwithstanding the provisions hereof shall be final and binding and foregoing, there shall be no right adjustment for, and Seller shall remain solely liable with respect to, any contract other than the Station Agreements in Schedule 2.1.3 hereto, or any other obligation or liability not being assumed by Buyer, including, but not limited to, any liability or obligation of appeal therefrom.Seller

Proration of Expenses. (a) Except as otherwise specifically provided in this Agreement, it is all expenses, obligations and liabilities arising from the intention operation of the parties hereto that Seller shall operate for its own account the Acquired Business until the effective time of Closing and that Purchaser shall operate for its own account the Acquired Business, after the effective time of Closing. Thus, except as otherwise specifically provided in this Agreement, with respect to the Purchased Assets including business and Assumed Liabilities, items of expense, including without limitation non-owner occupation license fees, payments of amounts due under service contractsutility charges, payments of rent, taxes, utilities and other amounts required to be paid by the tenant under leases, and all personal property taxes and assessments levied against the Acquired Assets, property and equipment rentals, applicable to the personal property to be transferred hereunderlicense or other fees, sales and service charges, and similar prepaid and deferred items, shall be prorated to between the effective time of Closing. On or before the Closing Date, an estimated settlement or settlements of all such prorated items shall be made, which estimated settlement shall include reimbursement to Seller for any security deposits theretofore made pursuant to any lease which is assigned or is to be assigned hereunder, as well as any security deposits made or to be made by Seller in respect of other Purchased Assets or Assumed Liabilities, all of which security deposits shall be held, on and after the Closing Date, for the benefit of Purchaser. Such estimate shall include all computations made by Seller in determining such amounts, and all information used by Seller in connection with such computation. If, after reviewing the computations and such information, Purchaser believes that any amount set forth therein was calculated incorrectly, Purchaser shall so notify Seller and Purchaser and Seller shall cooperate in good faith to determine an agreed upon amount. As soon as practicable after the Closing Date (but not later than 75 days thereafter, except as provided in Section 2.4(b)), the parties shall make a final settlement as to the items to be prorated under this Section 2.4. (bi Any dispute which may arise between Seller and Purchaser as to the calculation of any part of the proration shall be resolved by negotiations between Seller and Purchaser. If thirty (30) days after the Closing Date, the disputed issues have not been resolved, such unresolved issues shall be referred by the party disputing the item in question to a "Big Six" accounting firm (the "Arbitrator") that does not represent any of the parties hereto in any material capacity, which shall act as arbitrator and shall issue its report as to the disputed issues within sixty (60) days after such dispute is so referred. Each of the parties hereto shall bear its respective costs and expenses in connection with such arbitration, except that the fees and expenses of the Arbitrator hereunder shall be born equally by Seller and Purchaser. This provision for arbitration shall be specifically enforceable by the parties Sellers and the decision of the Arbitrator Buyer in accordance with the provisions principle that the Sellers shall be responsible for all expenses, costs, liabilities, and obligations allocable to the operations of the Business for the period prior to April 1, 1999, and the Buyer shall be responsible for all expenses, costs, liabilities, and obligations allocable to the operations of the Business for the period after April 1, 1999. To effectuate the proration of expenses, the Sellers shall receive a credit equal to the amount of any expenses, costs, liabilities, or obligations that are paid or incurred by the Sellers and are allocable to the operations of the Business for the period after April 1, 1999 and the Buyer shall receive a credit equal to the amount of any expenses, costs, liabilities, or obligations that are paid or incurred by the Buyer and are allocable to the operations of the Business for the period before April 1, 1999. Any determination whether any expense, cost, liability, or obligation is allocable to or relates to the period before or after April 1, 1999 shall be based on the extent to which all facts and circumstances necessary for the accrual of such expense, cost, liability, or obligation in accordance with generally accepted accounting principles have been satisfied as of April 1, 1999. (b) For purposes of finally determining and settling the prorations required by Section 2.6(a), at Closing, the Parties will take the following actions: (i) Sellers shall deliver to Buyer at Closing a settlement statement in the form of Exhibit C hereof which shall set forth Sellers' good faith estimate of the prorations under Section 2.6(a) ("Settlement Statement"). The Settlement Statement (A) shall contain all information reasonably necessary to determine the credits to each party, taking into account all prorations under Section 2.6(a), to the extent such prorations can be determined or estimated as of the date hereof, and (B) shall be based upon expenses as of the date of the most recent Unaudited Financial Statements of Sellers or later if practicable. The Settlement Statement shall be final and binding and there upon the Parties. (ii) The Sellers shall pay or cause to be no right paid to or for the account of appeal therefromthe Buyer at Closing the amount, if any, by which the credits to the Buyer pursuant to Section 2.6(a) exceed the credits to the Sellers pursuant to Section 2.6(a), each as estimated in the Settlement Statement pursuant to Section 2.6(b)(i), in accordance with the payment method set forth in Section 2.4(c). (iii) The Buyer shall pay or cause to be paid to or for the account of the Sellers at Closing the amount, if any, by which the credits to the Buyer pursuant to Section 2.6(a) exceed the credits to the Sellers pursuant to Section 2.6(a), each as estimated in the Settlement Statement pursuant to Section 2.6(b)(i), in accordance with the payment method set forth in Section 2.4(c).

Proration of Expenses. (a) Except as otherwise specifically provided in this Agreement, it is All revenues and expenses arising from the intention conduct of the parties hereto business and operation of the Station and ownership of the Station Assets shall be prorated between Buyer and Seller as of the Effective Time. Such prorations shall be based upon the principle that Seller shall operate be responsible for its own account all liabilities and obligations incurred or accruing in connection with the Acquired Business operation of the Station and ownership of the Station Assets until the effective Effective Time, and Buyer shall be responsible for such liabilities and obligations incurred by Buyer thereafter. Such prorations shall include, without limitation, all ad valorem, real estate and other property taxes, business and license fees, FCC regulatory fees, utility expenses, any accrued sick time of Closing or vacation, liabilities and that Purchaser shall operate for its own account obligations under the Acquired BusinessAssumed Contracts, after the effective time of Closing. Thusrents and similar prepaid and deferred items, except taxes arising by reason of the transfer of the Station Assets as otherwise specifically provided contemplated hereby, which shall be paid in this Agreementaccordance with Section 13.2. To the extent not known, real estate taxes shall be apportioned on the basis of taxes assessed for the preceding year, with a reapportionment as soon as the new tax rate and valuation can be ascertained. Notwithstanding the foregoing, there shall be no adjustment for, and Seller shall remain solely liable with respect to any obligations or liabilities not being assumed by Buyer in accordance with Article 3 hereof. There shall be no adjustment for Trade Agreements, provided, however, if Seller’s aggregate obligations under the Purchased Assets and Assumed LiabilitiesTrade Agreements, items less the fair market value of expense, including without limitation non-owner occupation fees, payments of amounts due under service contracts, payments of rent, taxes, utilities and other amounts required all goods or services to be paid by the tenant received under leasessuch Trade Agreements, and all personal property taxes applicable to the personal property to be transferred hereunder, shall be prorated to the effective time exceeds $10,000 as of Closing. On or before the Closing Date, an estimated settlement or settlements then all amounts in excess of all such prorated items $10,000 shall be made, which estimated settlement shall include reimbursement to considered an operating expense of Seller for any security deposits theretofore made pursuant to any lease which is assigned or is to be assigned hereunder, as well as any security deposits made or to be made by Seller in respect of other Purchased Assets or Assumed Liabilities, all of which security deposits shall be held, on and after the Closing Date, for the benefit of Purchaser. Such estimate shall include all computations made by Seller in determining such amounts, and all information used by Seller in connection with such computation. If, after reviewing the computations and such information, Purchaser believes that any amount set forth therein was calculated incorrectly, Purchaser shall so notify Seller and Purchaser and Seller shall cooperate in good faith to determine an agreed upon amount. As soon as practicable after the Closing Date (but not later than 75 days thereafter, except as provided in Section 2.4(b)), the parties shall make a final settlement as to the items to be prorated under this Section 2.4. (bi Any dispute which may arise between Seller and Purchaser as to the calculation of any part of the proration shall be resolved by negotiations between Seller and Purchaser. If thirty (30) days after the Closing Date, the disputed issues have not been resolved, such unresolved issues shall be referred by the party disputing the item in question to a "Big Six" accounting firm (the "Arbitrator") that does not represent any of the parties hereto in any material capacity, which shall act as arbitrator and shall issue its report as to the disputed issues within sixty (60) days after such dispute is so referred. Each of the parties hereto shall bear its respective costs and expenses in connection with such arbitration, except that the fees and expenses of the Arbitrator hereunder shall be born equally by Seller and Purchaser. This provision for arbitration shall be specifically enforceable by the parties and the decision of the Arbitrator pro-rated in accordance with the provisions hereof shall be final and binding and there shall be no right of appeal therefromthis Section 5.1.

Proration of Expenses. (a) Except as otherwise specifically provided in this Agreement, it is the intention The following items of the parties hereto that Seller shall operate for its own account the Acquired Business until the effective time of Closing and that Purchaser shall operate for its own account the Acquired Business, after the effective time of Closing. Thus, except as otherwise specifically provided in this Agreement, expense with respect to any portion or aspect of the Purchased Assets Hotel shall be prorated between Seller and Buyer as of the Cut-Off Time: 8.3.1 Periodic charges under Assumed LiabilitiesContracts (such as monthly rents or fixed periodic charges); provided, items however, Seller shall be responsible for any charges made on a per-order or per-call basis prior to the Closing Date, and Buyer shall be responsible for any charges made on a per-order or per-call basis on or after the Closing Date. Seller shall give Buyer a credit at Closing for all charges which are Seller’s responsibility under this paragraph, and Buyer shall assume the obligation to pay such charges to the extent credited to Buyer. 8.3.2 Utility charges (but excluding any utility deposits), to the extent reasonably practicable, in lieu of expenseprorating the charges for any metered utility service, including without limitation nonthe Parties shall endeavor to have the utility read the meter as early as possible on the Closing Eve render a final xxxx to Seller based on such reading and xxxx all subsequent service to Buyer. To the extent that this is not practical, all charges for utilities shall be prorated as of the Cut-owner occupation feesOff Time. In the event the actual amounts for such charges for utilities or telephone calls are not known as of the Closing Date or cannot be billed separately to the responsible Party, payments such charges shall be prorated between the Parties as of amounts due under service the Cut-Off Time in accordance with Section 11. Seller shall receive a credit for all deposits transferred to Buyer or which remain on deposit for the benefit of Buyer with respect to such utility contracts, payments of rentotherwise such deposits shall be refunded to Seller. 8.3.3 With respect to Employee Liabilities accrued pursuant to the Hotel Management Agreement, taxes, utilities and other amounts Seller shall be required to pay or cause to be paid by (or reimbursed to Hotel Manager) or credit to Buyer at the tenant under leasesClosing any accrued or earned wages, vacation pay, sick pay, bonuses, pension, profit-sharing and welfare benefits and other compensation and fringe benefits, as applicable, of all personal property taxes applicable to persons employed at the personal property to be transferred hereunder, shall be prorated to the effective time of Closing. On Hotel on or before the Closing Date, an estimated settlement including any employment taxes or settlements of all such prorated items shall be made, which estimated settlement shall include reimbursement to Seller for any security deposits theretofore made pursuant to any lease which is assigned other fees or is to be assigned hereunder, as well as any security deposits made or to be made by Seller in respect of assessments attributable thereto. 8.3.4 All periodic payments under Permits and taxes (other Purchased Assets or Assumed Liabilities, all of which security deposits shall be held, on and after the Closing Date, for the benefit of Purchaser. Such estimate shall include all computations made by Seller in determining such amountsthan ad valorem property taxes), and all information used tax credits, including license taxes or periodic fees for licenses or permits which are assignable or transferable without added cost. Seller will be credited for that portion of such taxes and fees paid by Seller in connection with such computation. If, after reviewing it allocable to the computations and such information, Purchaser believes that any amount set forth therein was calculated incorrectly, Purchaser shall so notify Seller and Purchaser and Seller shall cooperate in good faith to determine an agreed upon amount. As soon as practicable period after the Closing Date (but not later than 75 days thereafterdate of Closing, except as provided in Section 2.4(b)), the parties shall make a final settlement as and any tax refunds pertaining to periods prior to the items Closing shall belong to be prorated Seller. 8.3.5 All rent and other amounts payable under this Section 2.4. (bi Any dispute which may arise between Seller and Purchaser as to the calculation of any part of the proration shall be resolved by negotiations between Seller and Purchaser. If thirty (30) days after the Closing Date, the disputed issues have not been resolved, such unresolved issues shall be referred by the party disputing the item in question to a "Big Six" accounting firm (the "Arbitrator") that does not represent any of the parties hereto in any material capacity, which shall act as arbitrator and shall issue its report as to the disputed issues within sixty (60) days after such dispute is so referred. Each of the parties hereto shall bear its respective costs and expenses in connection with such arbitration, except that the Ground Lease. 8.3.6 All fees and other amounts payable under the Hotel Management Agreement. 8.3.7 All other Hotel operating expenses of the Arbitrator hereunder shall be born equally by Seller a strictly periodic nature (and Purchaser. This provision not based on specific orders for arbitration shall be specifically enforceable by the parties goods and the decision of the Arbitrator in accordance with the provisions hereof shall be final and binding and there shall be no right of appeal therefromservices).