Common use of Proration of Income and Expenses Clause in Contracts

Proration of Income and Expenses. 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 operations of the Station shall be prorated between Buyers and Seller in accordance with generally accepted accounting principles as of 11:59 p.m. Eastern Standard time, on the Closing Date. Such prorations shall include, without limitation, all ad valorem, property taxes and other governmental charges on the Station Assets (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.2), business and license fees, frequency discounts, music and other license fees (including any retroactive adjustments thereof, which retroactive adjustments shall not be subject to the ninety-day limitation set forth in Section 3.3.2), utility expenses, amounts due or to become due under Contracts, rents and similar prepaid and deferred items. 3.3.2 Except as otherwise provided herein, the prorations and 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 3.3.2 and such disputes shall be 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 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 Independent 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 this Section 3.3.

Proration of Income and Expenses. 3.3.1 Except as otherwise provided herein, all deposits, reserves and prepaid and deferred All income and expenses relating to the Station Assets or the Assumed Liabilities and arising from the conduct of the business and operations operation of the Station Stations shall be prorated between the Buyers and Seller the Sellers as of the Effective Time in accordance with generally accepted accounting principles as 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 11:59 p.m. Eastern Standard timethe Stations until the Effective Time, on and the Closing DateBuyers 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, property taxes real estate and other governmental charges on the Station Assets property Taxes (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 Section 13.2Article 14 of this agreement), business and license fees, frequency discounts, music and other license fees (including any retroactive adjustments thereof, which retroactive adjustments amounts, if any, shall not be subject paid by the Sellers), wages and salaries of employees (including accruals up to the ninety-day limitation set forth in Section 3.3.2Closing Date for bonuses, commissions, sick leave, vacation and severance pay and related payroll Taxes), utility expenses, amounts due or to become due liabilities and obligations under Contractsall Assumed Contracts (other than Trade Agreements), rents and similar prepaid and deferred items. 3.3.2 Except as otherwise provided herein, items and all other expenses attributable to the prorations ownership and adjustments contemplated by this Section 3.3, operation of the Stations. Trade Agreements shall be prorated only 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 3.3.2 and such disputes 5.2 of this Agreement. To the extent not known, real estate Taxes shall be determined by Pricewaterhouse Coopers L.L.P. (the "Independent Auditor"), whose decision shall be final and binding apportioned on the partiesbasis of Taxes assessed for the preceding year, with a reapportionment as soon as the new tax rate and the fees and expenses of which shall valuation can 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 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 Independent 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 this Section 3.3ascertained.

Proration of Income and Expenses. 3.3.1 Except as otherwise provided herein, all deposits, reserves and prepaid and deferred All income and expenses relating to the Station Assets or the Assumed Liabilities and arising from the conduct of the business and operations operation of the Station Stations shall be prorated between Buyers the Buyer and Seller the Sellers as of the Effective Time in accordance with generally accepted accounting principles as 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 incurred or accruing in connection with the operation of 11:59 p.m. Eastern Standard timethe Stations until the Effective Time, on and the Closing DateBuyer shall be entitled to all income earned and be responsible for such liabilities incurred or accruing by the Buyer thereafter. Such prorations shall include, without limitation, all ad valorem, property taxes real estate and other governmental charges on the Station Assets property Taxes (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 Section 13.2Article 14 of this Agreement), business and license fees, frequency discounts, music and other license fees (including any retroactive adjustments thereoffees, which retroactive adjustments shall not be subject to the ninety-day limitation set forth in Section 3.3.2)wages and salaries of employees, utility expenses, amounts due or to become due liabilities and obligations under Contractsall Assumed Contracts (other than Trade Agreements), rents and similar prepaid and deferred items. 3.3.2 Except as otherwise provided herein, items and all other expenses attributable to the prorations ownership and adjustments contemplated by this Section 3.3, operation of the Stations. Trade Agreements shall be prorated only 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 3.3.2 and such disputes 5.2 of this Agreement. To the extent not known, real estate Taxes shall be determined by Pricewaterhouse Coopers L.L.P. (the "Independent Auditor"), whose decision shall be final and binding apportioned on the partiesbasis 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 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 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 Independent 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 this Section 3.3Closing.

Proration of Income and Expenses. 3.3.1 (a) Except as otherwise provided hereinherein or in the TBA, 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 operations operation of the Station Station, including, without limitation, all ad valorem, real estate and other property 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 11 of this Agreement), business and license fees, music and other license fees, utility expenses, rents and similar prepaid and deferred items attributable to the ownership and operation of the Station, shall be prorated between Buyers KTNQ-KLVE and Seller in accordance with generally accepted accounting principles as of 11:59 p.m. Eastern Standard p.m., California time, on the date immediately preceding the Closing Date. Such prorations Date (the "Effective Time") in accordance with the principle that Seller shall includereceive all revenues and be responsible for all expenses, without limitationcosts, and liabilities allocable to the period prior to the Effective Time, and KTNQ-KLVE shall receive all ad valoremrevenues, property taxes and other governmental charges on be responsible for all expenses, costs, and obligations, allocable to the Station Assets (but excluding taxes arising by reason of period after the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.2)Effective Time, business and license fees, frequency discounts, music and other license fees (including any retroactive adjustments thereof, which retroactive adjustments shall not be subject to the ninetyfollowing: (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-day limitation set forth in Section 3.3.2)KLVE, utility 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, amounts due taxes, costs and liabilities earned or incurred in connection with particular programs and announcements shall be allocated to become due under Contracts, rents the time of performance of such programs and similar prepaid and deferred itemsannouncements without regard to the date of payment therefor. 3.3.2 Except as otherwise provided herein, the (b) The prorations and adjustments contemplated by this Section 3.3Section, 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 sixty (9060) calendar days after of 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 such time provided in Section 3.3.2 and such disputes shall be determined resolved by Pricewaterhouse Coopers L.L.P. (the "Independent Auditor"), whose decision shall be final and binding on an independent certified public accountant mutually acceptable to the parties, and the fees and expenses of which such accountant shall be paid one-half by Seller and one-half by Buyers 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 accordance with the following: each party shall pay form of an amount equal to the sum of all fees and expenses increase or decrease of the Independent Auditor on a proportional basis taking into account amount payable by KTNQ-KLVE at the amount Closing. All prorations and adjustments made after the Closing shall be paid within five (5) business days of 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 Independent 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 this Section 3.3thereof.

Proration of Income and Expenses. 3.3.1 Except as otherwise provided herein, all deposits, reserves and prepaid and deferred All income and expenses relating to the Station Assets or the Assumed Liabilities and arising from the conduct of the business and operations operation of the Station shall be prorated between Buyers Buyer and Seller as of the Effective Time in accordance with generally accepted accounting principles as GAAP. Such prorations shall be based upon the principle that 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 11:59 p.m. Eastern Standard timethe Station until the Effective Time, on the Closing Dateand Buyer shall be entitled to all income earned and 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 and other 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 Section 13.2Article 14 of this Agreement), business and license fees, frequency discounts, music and other license fees (including any retroactive adjustments thereof, which retroactive adjustments shall not be subject to the ninety-day limitation set forth in Section 3.3.2), utility expenses, amounts due or liabilities and obligations under all Contracts to become due under Contractsbe assumed by Buyer, rents and similar prepaid and deferred items. 3.3.2 Except as otherwise provided herein, the prorations items and adjustments contemplated by this Section 3.3, all other expenses attributable to the ownership and operation of the Station. To the extent practicablenot known, real estate taxes shall be made apportioned on the Closing Date. As to those prorations basis of taxes assessed for the preceding year, with a reapportionment as soon as the new tax rate and adjustments not capable of being ascertained on the Closing Date, an adjustment and proration shall valuation can be made within ninety (90) calendar days after the Closing Dateascertained. 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 3.3.2 and such disputes shall be 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 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 Independent 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 this Section 3.3.

Proration of Income and Expenses. 3.3.1 Except as otherwise provided hereinSubject to the provisions of the LMA, all deposits, reserves and prepaid and deferred income and expenses relating 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 Assets or up to and including 11:59 p.m. of the Assumed Liabilities 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 operations operation of the Station shall be prorated between Buyers allocated to the period during which the service to which such income and Seller in accordance with generally accepted accounting principles as of 11:59 p.m. Eastern Standard timerevenue is attributable was performed. Items to be apportioned pursuant to this paragraph shall include the following: (i) all personal property taxes, on the Closing Date. Such prorations shall includereal estate taxes, without limitationwater taxes, all ad valorem, and other property taxes or assessments on or with respect to the assets and other governmental charges on the Station Assets property interests to be transferred or assigned to Buyer hereunder; (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.2), ii) business and license fees, frequency discounts, music fees including any FCC Regulatory Fees (and other license fees (including any retroactive adjustments thereof), which retroactive adjustments shall not be subject music license fees, commissions, wages, salaries and benefits of employees (including accruals up to the ninetyCut-day limitation set forth in Section 3.3.2)Off Time for insurance premiums, bonuses, commissions, sick pay, vacation and severance pay and the like and related payroll taxes) and similarly prepaid and deferred items; (iii) liabilities and obligations under all 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 utility expensesexpenses and fuel; (v) personal property and equipment rentals, amounts due applicable copyright or to become due under Contractsother fees, sales and other charges; and (vi) rents, additional rents and similar prepaid and deferred items. 3.3.2 Except as otherwise provided herein, 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 prorations ownership and adjustments contemplated by operation of the Station. Taxes to be apportioned pursuant to this Section 3.3, 1.5 shall be apportioned in proportion to (x) the extent practicable, number of 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 on 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 Date. As to those prorations and adjustments not capable shall Page remain the property of being ascertained on the Closing DateSeller, an adjustment and proration shall be made within ninety (90) calendar days whether such refund is paid before or 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 3.3.2 and such disputes shall be 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 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 Independent 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 this Section 3.3.