Common use of Proration of Income and Expenses Clause in Contracts

Proration of Income and Expenses. All income and expenses arising from the conduct of the business and operation of the Stations shall be prorated between the Buyers and the Sellers as of the Effective Time in accordance with GAAP. Such prorations shall be based upon the principle that the Sellers shall be entitled to all income earned and shall be responsible for all liabilities and obligations incurred or accruing in connection with the operation of the Stations until the Effective Time, and the Buyers shall be entitled to all income earned and be responsible for such liabilities and obligations incurred by the Buyers thereafter. Such prorations shall include, without limitation, all ad valorem, real estate and other property Taxes (but excluding taxes arising by reason of the transfer of the Assets as contemplated hereby, which shall be paid as set forth in Article 14 of this agreement), business and license fees, music and other license fees (including any retroactive adjustments thereof, which amounts, if any, shall be paid by the Sellers), wages and salaries of employees (including accruals up to the Closing Date for bonuses, commissions, sick leave, vacation and severance pay and related payroll Taxes), utility expenses, liabilities and obligations under all Assumed Contracts (other than Trade Agreements), rents and similar prepaid and deferred items and all other expenses attributable to the ownership and operation of the Stations. Trade Agreements shall be prorated only to the extent provided in Section 5.2 of this Agreement. 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.

Proration of Income and Expenses. All 3.3.1 Except as otherwise provided herein, all deposits, reserves and prepaid and deferred income and expenses relating to the Station Assets or the Assumed Liabilities and arising from the conduct of the business and operation operations of the Stations Station shall be prorated between the Buyers and the Sellers as of the Effective Time Seller in accordance with GAAP. Such prorations shall be based upon generally accepted accounting principles as of 11:59 p.m. Eastern Standard time, on the principle that the Sellers shall be entitled to all income earned and shall be responsible for all liabilities and obligations incurred or accruing in connection with the operation of the Stations until the Effective Time, and the Buyers shall be entitled to all income earned and be responsible for such liabilities and obligations incurred by the Buyers thereafterClosing Date. Such prorations shall include, without limitation, all ad valorem, real estate property taxes and other property Taxes governmental charges on the Station Assets (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby, hereby which shall be paid as set forth in Article 14 of this agreementSection 13.2), business and license fees, frequency discounts, music and other license fees (including any retroactive adjustments thereof, which amounts, if any, retroactive adjustments shall not be paid by the Sellers), wages and salaries of employees (including accruals up subject to the Closing Date for bonuses, commissions, sick leave, vacation and severance pay and related payroll Taxesninety-day limitation set forth in Section 3.3.2), utility expenses, liabilities and obligations amounts due or to become due under all Assumed Contracts (other than Trade Agreements)Contracts, rents and similar prepaid and deferred items items. 3.3.2 Except as otherwise provided herein, the prorations and all other expenses attributable to the ownership and operation of the Stations. Trade Agreements shall be prorated only adjustments contemplated by this Section 3.3, to the extent practicable, shall be made on the Closing Date. As to those prorations and adjustments not capable of being ascertained on the Closing Date, an adjustment and proration shall be made within ninety (90) calendar days after the Closing Date. 3.3.3 In the event of any disputes between the parties as to such adjustments, the amounts not in dispute shall nonetheless be paid at the time provided in Section 5.2 of this Agreement. To the extent not known, real estate Taxes 3.3.2 and such disputes shall be apportioned determined by Pricewaterhouse Coopers L.L.P. (the "Independent Auditor"), whose decision shall be final and binding on the parties, and the fees and expenses of which shall be paid one-half by Seller and one-half by Buyers in accordance with the following: each party shall pay an amount equal to the sum of all fees and expenses of the Independent Auditor on a proportional basis taking into account the amount of Taxes assessed the net allocation and proration proposed by each of Buyer and Seller and the amount of the final allocation and proration determined by the Independent Auditor (for example, if Buyer proposed a payment of $10 to Seller, Seller proposed a payment of $100, and the preceding yearIndependent Auditor proposed a payment of $30, Buyer would pay 20/90ths of the Independent Auditor's fees and Seller would pay 70/90ths of those fees based on the $90 in dispute between the parties). Within five business days following a final determination hereunder, the party obligated to make payment will make the payments determined to be due and owing in accordance with a reapportionment as soon as the new tax rate and valuation can be ascertainedthis Section 3.3.

Proration of Income and Expenses. All income and expenses arising from the conduct of the business and operation of the Stations shall be prorated between the Buyers Buyer and the Sellers as of the Effective Time in accordance with GAAP. Such prorations shall be based upon the principle that the Sellers shall be entitled to all income earned and shall be responsible for all liabilities and obligations incurred or accruing in connection with the operation of the Stations until the Effective Time, and the Buyers Buyer shall be entitled to all income earned and be responsible for such liabilities and obligations incurred or accruing by the Buyers Buyer thereafter. Such prorations shall include, without limitation, all ad valorem, real estate and other property Taxes (but excluding taxes arising by reason of the transfer of the Assets as contemplated hereby, which shall be paid as set forth in Article 14 of this agreementAgreement), business and license fees, music and other license fees (including any retroactive adjustments thereof, which amounts, if any, shall be paid by the Sellers)fees, wages and salaries of employees (including accruals up to the Closing Date for bonuses, commissions, sick leave, vacation and severance pay and related payroll Taxes)employees, utility expenses, liabilities and obligations under all Assumed Contracts (other than Trade Agreements), rents and similar prepaid and deferred items and all other expenses attributable to the ownership and operation of the Stations. Trade Agreements shall be prorated only to the extent provided in Section 5.2 of this Agreement. 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, which covenant shall survive the Closing.

Proration of Income and Expenses. All income and expenses arising from the conduct of the business and operation of the Stations Station shall be prorated between the Buyers Buyer and the Sellers Seller as of the Effective Time in accordance with GAAP. Such prorations shall be based upon the principle that the Sellers Seller shall be entitled to all income earned and shall be responsible for all liabilities and obligations incurred or accruing in connection with the operation of the Stations Station until the Effective Time, and the Buyers Buyer shall be entitled to all income earned and be responsible for such liabilities and obligations incurred by the Buyers Buyer thereafter. Such prorations shall include, without limitation, all ad valorem, real estate and other property Taxes taxes (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby, which shall be paid as set forth in Article 14 of this agreementAgreement), business and license fees, music and other license fees (including any retroactive adjustments thereof, which amounts, if any, shall be paid by the Sellers), wages and salaries of employees (including accruals up to the Closing Date for bonuses, commissions, sick leave, vacation and severance pay and related payroll Taxes), utility expenses, liabilities and obligations under all Assumed Contracts (other than Trade Agreements)to be assumed by Buyer, rents and similar prepaid and deferred items and all other expenses attributable to the ownership and operation of the Stations. Trade Agreements shall be prorated only to the extent provided in Section 5.2 of this AgreementStation. To the extent not known, real estate Taxes taxes shall be apportioned on the basis of Taxes taxes assessed for the preceding year, with a reapportionment as soon as the new tax rate and valuation can be ascertained.

Proration of Income and Expenses. Subject to the provisions of the LMA, all income and revenues arising from the Seller's operations of the Station up to and including 11:59 p.m. (the "Cut-Off Time") of the day prior to the Commencement Date, and all costs and expenses arising from the operations of the Station up to and including 11:59 p.m. of the operations of the day prior to the Commencement Date, will be prorated between Buyer and Seller so that Seller (a) shall be entitled to receive all income and revenues and all refunds, and (b) 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 prior to the Cut-Off Time; and Buyer (x) shall be entitled to receive all income and revenues and all refunds 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. All income and revenues and costs and expenses arising from the conduct of the business and operation of the Stations Station shall be prorated between allocated to the Buyers period during which the service to which such income and revenue is attributable was performed. Items to be apportioned pursuant to this paragraph shall include the Sellers as of the Effective Time in accordance with GAAP. Such prorations shall be based upon the principle that the Sellers shall be entitled to following: (i) all income earned and shall be responsible for all liabilities and obligations incurred or accruing in connection with the operation of the Stations until the Effective Timepersonal property taxes, and the Buyers shall be entitled to all income earned and be responsible for such liabilities and obligations incurred by the Buyers thereafter. Such prorations shall includereal estate taxes, without limitationwater taxes, all ad valorem, real estate and other property Taxes taxes or assessments on or with respect to the assets and property interests to be transferred or assigned to Buyer hereunder; (but excluding taxes arising by reason of the transfer of the Assets as contemplated hereby, which shall be paid as set forth in Article 14 of this agreement), ii) business and license fees, music fees including any FCC Regulatory Fees (and other license fees (including any retroactive adjustments thereof, which amounts, if any, shall be paid by the Sellers), wages music license fees, commissions, wages, salaries and salaries benefits of employees (including accruals up to the Closing Date Cut-Off Time for insurance premiums, bonuses, commissions, sick leavepay, vacation and severance pay and the like and related payroll Taxes), utility expenses, taxes) and similarly prepaid and deferred items; (iii) liabilities and obligations under all Assumed Contracts Broadcast Agreements and any negative balances under the Trade Agreements to be assigned and assumed hereunder; (iv) sewer rents and charges for water, electricity and other than Trade Agreements)utility expenses and fuel; (v) personal property and equipment rentals, applicable copyright or other fees, sales and other charges; and (vi) rents, additional rents and similar prepaid and deferred items, taxes and other items payable under any lease, contract, commitment or other agreement or arrangement to be assigned and assumed hereunder and all other income and expenses attributable to the ownership and operation of the StationsStation. Trade Agreements shall Taxes to be prorated only apportioned pursuant to the extent provided in this Section 5.2 of this Agreement. To the extent not known, real estate Taxes 1.5 shall be apportioned on in proportion to (x) the basis number of Taxes assessed days in the taxable period before and including the Cut-Off Time and (y) the number of days in the taxable period after the Cut-Off Time. No apportionment shall be made pursuant to this Section of any federal, state, foreign or local income taxes. Any tax refunds or rebates accruing before the Cut-Off Time for taxes that were paid prior to Closing shall Page remain the preceding yearproperty of Seller, with a reapportionment as soon as whether such refund is paid before or after the new tax rate and valuation can be ascertainedClosing Date.

Proration of Income and Expenses. All (a) Except as otherwise provided herein or in the TBA, all income and expenses arising from the conduct of the business and operation of the Stations shall be prorated between the Buyers and the Sellers as of the Effective Time in accordance with GAAP. Such prorations shall be based upon the principle that the Sellers shall be entitled to all income earned and shall be responsible for all liabilities and obligations incurred or accruing in connection with the operation of the Stations until the Effective TimeStation, and the Buyers shall be entitled to all income earned and be responsible for such liabilities and obligations incurred by the Buyers thereafter. Such prorations shall includeincluding, without limitation, all ad valorem, real estate and other property Taxes taxes (but excluding taxes arising by reason of the transfer of the Purchased Assets and the FCC Licenses as contemplated hereby, which shall be paid as set forth in Article 14 11 of this agreementAgreement), business and license fees, music and other license fees (including any retroactive adjustments thereof, which amounts, if any, shall be paid by the Sellers), wages and salaries of employees (including accruals up to the Closing Date for bonuses, commissions, sick leave, vacation and severance pay and related payroll Taxes)fees, utility expenses, liabilities and obligations under all Assumed Contracts (other than Trade Agreements), rents and similar prepaid and deferred items and all other expenses attributable to the ownership and operation of the Stations. Trade Agreements Station, shall be prorated only between KTNQ-KLVE and Seller in accordance with generally accepted accounting principles as of 11:59 p.m., California time, on the date immediately preceding the Closing Date (the "Effective Time") in accordance with the principle that Seller shall receive all revenues and be responsible for all expenses, costs, and liabilities allocable to the period prior to the Effective Time, and KTNQ-KLVE shall receive all revenues, and be responsible for all expenses, costs, and obligations, allocable to the period after the Effective Time, subject to the following: (i) There shall be no adjustment with respect to any contracts not included in the Contracts; (ii) There shall be no adjustment for any expenses or payments to terminated employees which are the responsibility of KTNQ-KLVE, or for which KTNQ-KLVE is obligated to reimburse Seller, pursuant to the TBA or for any revenue to which KTNQ-KLVE is entitled under the TBA; and (iii) Revenues, expenses, taxes, costs and liabilities earned or incurred in connection with particular programs and announcements shall be allocated to the time of performance of such programs and announcements without regard to the date of payment therefor. (b) The prorations and adjustments contemplated by this Section, to the extent provided in Section 5.2 of this Agreement. To the extent not knownpracticable, real estate Taxes shall be apportioned made on the basis Closing Date. As to those prorations and adjustments not capable of Taxes assessed for being ascertained on the preceding yearClosing Date, with a reapportionment an adjustment and proration shall be made within sixty (60) days of the Closing Date. In the event of any disputes between the parties as soon as to such adjustments, the new tax rate amounts not in dispute shall nonetheless be paid at such time and valuation can such disputes shall be ascertainedresolved by an independent certified public accountant mutually acceptable to the parties, and the fees and expenses of such accountant shall be paid one-half by Seller and one-half by KTNQ-KLVE. The decision of such accountant shall be conclusive and binding on the parties. All prorations and adjustments made on the Closing Date shall be paid in the form of an increase or decrease of the amount payable by KTNQ-KLVE at the Closing. All prorations and adjustments made after the Closing shall be paid within five (5) business days of the determination thereof.