Common use of Proration of Income and Expenses Clause in Contracts

Proration of Income and Expenses. At Closing, all prorations shall occur in accordance with the following: (a) All income and expenses arising from the operations of the Station shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m., local time, on the date immediately preceding the Closing Date. Seller shall be responsible for all liabilities and obligations incurred or accrued in connection with the operation of the Station through 11:59 p.m., local time, of the date immediately preceding the Closing Date, and Buyer shall be responsible for all such liabilities and obligations incurred or accruing 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 Section 10.1 of this Agreement), business and license fees, music and other license fees (including any retroactive adjustments thereof), insurance, utility expenses, telephone expenses, liabilities and obligations under all Assumed Contracts, time sales agreements, rents and similar prepaid and deferred items and all other income and expenses attributable to the ownership and operation of the Station. 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. (b) Ten (10) days prior to the Closing Date, Seller shall prepare and deliver to Buyer, a statement of income and expense (the “Preliminary Closing Proration Statement”), setting forth the adjustment to the Purchase Price determined in accordance with Section 3.1 and prorations determined in accordance with this Section 3.4. The Preliminary Closing Proration Statement shall be prepared in a form that sets forth the amounts due to or from Buyer or Seller, as the case may be. Upon receipt of the Preliminary Closing Proration Statement, Buyer and its accountants shall have the right to examine, at Buyer’s expense, the Preliminary Closing Proration Statement and all work papers, schedules, and other books and records used in the preparation of such Preliminary Closing Proration Statement, and to make reasonable inquiry of Seller and its accountants. If Buyer objects to the Preliminary Closing Proration Statement, it shall so advise Seller, and Seller and Buyer shall each use their best efforts to resolve their differences concerning the Preliminary Closing Proration Statement as soon as possible, but in any event prior to the Closing Date. If Seller and Buyer are unable to resolve the matter, they shall jointly appoint an independent certified public accounting firm to resolve the dispute. The fees of such independent accounting firm shall be split evenly between Buyer and Seller. Seller and Buyer shall cooperate fully with such independent accounting firm. Such independent accounting firm’s resolution of the dispute shall be final and binding upon the parties. The parties shall use their best efforts to cause the accounting firm to resolve such dispute, if any, concerning the Preliminary Closing Proration Statement as soon as possible, but in any event prior to the Closing Date. (c) Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller the Final Closing Proration Statement indicating the prorations as set forth above, together with copies of all work papers, schedules, and supporting documentation reasonably sufficient to allow Seller to verify the prorations prepared by Buyer. Within ten (10) days of receipt of the Final Closing Proration Statement, Seller shall either accept the prorations set forth in the Final Closing Proration Statement or give Buyer a Notice of Disagreement. If Seller fails either to accept the prorations set forth in the Final Closing Proration Statement or to give Buyer a Notice of Disagreement within ten (10) days of receipt of the Final Closing Proration Statement, then Seller shall be deemed to have accepted such prorations. The Notice of Disagreement shall state the amount of money Seller believes is due to or from Seller pursuant to the prorations set forth herein (“Seller’s Amount”), and Buyer shall have ten (10) days to accept or reject Seller’s Amount. If Buyer rejects Seller’s Amount, any amount not in dispute shall be immediately paid and the remaining amount in dispute shall be submitted to an independent certified public accounting firm selected jointly by the parties for resolution of the dispute, such resolution to be final and binding upon the parties. Buyer and Seller agree to share equally the cost and expenses of such accounting firm. All amounts owed pursuant to this Section 3.4 shall be paid within ten (10) days of acceptance, failure to object or, if there is a dispute, resolution of the amount due. If such amount is not paid within such ten (10) day period, interest on such amount shall accrue until paid at 12%.

Proration of Income and Expenses. At Closing, all prorations shall occur in accordance with the following: (a) All income and expenses arising from the operations conduct of the Station business and operation of the Stations shall be prorated between Buyer Citadel and Seller Sellers as of the Closing Date in accordance with generally accepted accounting principles as of 11:59 p.m., local time, on GAAP. Such prorations shall be based upon the date immediately preceding the Closing Date. Seller principle that Sellers shall be entitled to all income earned and shall be responsible for all liabilities and obligations incurred or accrued accruing in connection with the operation of the Station through 11:59 p.m., local time, of the date immediately preceding Stations until the Closing Date, and Buyer Citadel shall be entitled to all income earned and be responsible for all such liabilities and obligations incurred or accruing in connection with its operation of the Stations 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 Purchased Assets as contemplated hereby, which shall be paid as set forth in Section 10.1 of this Agreement6.16), business and license fees, music and other license fees (including any retroactive adjustments thereof)fees, insurancewages and salaries of employees, utility expenses, telephone expenses, liabilities and obligations under all Assumed Assigned Contracts, time sales agreementsrents, rents security deposits and similar prepaid and deferred items items, and all other income and expenses attributable to the ownership and operation of the StationStations. Real 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, which covenant shall survive the Closing. (ba) Ten (10) days Within three Business Days prior to the Closing Date, Seller Sellers shall deliver to Citadel a schedule setting forth their reasonable good faith estimates of all proration items, including all estimated accrued income and liabilities (the "Estimated Proration Schedule"), based upon the principles described above. The Purchase Price payable at Closing shall be adjusted in accordance with the Estimated Proration Schedule. (b) Within 90 days after the Closing Date, Citadel shall prepare and deliver to Buyer, a statement of income and expense Sellers an itemized list (the “Preliminary Closing Proration Statement”)"Adjustment List") of its determination of all proration items based upon the proration principles described above and of the amounts described in Section 6.9 regarding Trade Agreements. Such list shall show the net amount of the increase or decrease, setting forth the adjustment as applicable, to the Purchase Price determined in accordance with Section 3.1 and prorations determined in accordance with this Section 3.4(the "Adjustment Amount"). The Preliminary Closing Proration Statement Adjustment List shall be prepared in a form that sets forth the amounts due to or from Buyer or Seller, as the case may be. Upon receipt of the Preliminary Closing Proration Statement, Buyer and its accountants shall have the right to examine, at Buyer’s expense, the Preliminary Closing Proration Statement and all work papers, schedules, and other books and records used in the preparation of such Preliminary Closing Proration Statement, and to make reasonable inquiry of Seller and its accountants. If Buyer objects to the Preliminary Closing Proration Statement, it shall so advise Seller, and Seller and Buyer shall each use their best efforts to resolve their differences concerning the Preliminary Closing Proration Statement as soon as possible, but in any event prior to the Closing Date. If Seller and Buyer are unable to resolve the matter, they shall jointly appoint an independent certified public accounting firm to resolve the dispute. The fees of such independent accounting firm shall be split evenly between Buyer and Seller. Seller and Buyer shall cooperate fully with such independent accounting firm. Such independent accounting firm’s resolution of the dispute shall be final and binding upon the parties. The parties shall use their best efforts to cause the accounting firm to resolve such dispute, if any, concerning the Preliminary Closing Proration Statement as soon as possible, but in any event prior to the Closing Date. (c) Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller the Final Closing Proration Statement indicating the prorations as set forth above, together with copies of all work papers, schedules, and supporting documentation reasonably sufficient to allow Seller to verify the prorations prepared by Buyer. Within ten (10) days of receipt of the Final Closing Proration Statement, Seller shall either accept the prorations set forth in the Final Closing Proration Statement or give Buyer a Notice of Disagreement. If Seller fails either to accept the prorations set forth in the Final Closing Proration Statement or to give Buyer a Notice of Disagreement within ten (10) days of receipt of the Final Closing Proration Statement, then Seller shall be deemed to have accepted such prorations. The Notice of Disagreement shall state the amount of money Seller believes is due to or from Seller pursuant to the prorations set forth herein (“Seller’s Amount”), and Buyer shall have ten (10) days to accept or reject Seller’s Amount. If Buyer rejects Seller’s Amount, any amount not in dispute shall be immediately paid and the remaining amount in dispute shall be submitted to an independent certified public accounting firm selected jointly by the parties for resolution of the dispute, such resolution to be final and binding upon the parties. Buyer and Seller agree to share equally the cost and expenses of such accounting firm. All amounts owed pursuant to this Section 3.4 shall be paid within ten (10) days of acceptance, failure to object or, if there is a dispute, resolution of the amount due. If such amount is not paid within such ten (10) day period, interest on such amount shall accrue until paid at 12%.

Proration of Income and Expenses. At Closing, all prorations shall occur in accordance with the following: (a) All income The following items shall be adjusted or prorated between the Seller and expenses arising from the operations of Purchaser on the Station Closing Date (unless for those items which the Purchaser would receive a credit, the Seller has arranged to pay such invoices or charges to and including the Closing Date): (i) Real estate, ad valorem and similar taxes (including assessments) for the then current tax year relating to the Project shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m., local time, on the date immediately preceding the Closing Date. Seller shall be responsible for all liabilities and obligations incurred or accrued in connection with the operation of the Station through 11:59 p.m., local time, of the date immediately preceding the Closing Date, and Buyer shall be responsible for all such liabilities and obligations incurred or accruing 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 Section 10.1 of this Agreement), business and license fees, music and other license fees (including any retroactive adjustments thereof), insurance, utility expenses, telephone expenses, liabilities and obligations under all Assumed Contracts, time sales agreements, rents and similar prepaid and deferred items and all other income and expenses attributable to the ownership and operation of the Station. 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. (b) Ten (10) days prior to the Closing Date, Seller shall prepare and deliver to Buyer, a statement of income and expense (the “Preliminary Closing Proration Statement”), setting forth the adjustment to the Purchase Price determined in accordance with Section 3.1 and prorations determined in accordance with this Section 3.4. The Preliminary Closing Proration Statement shall be prepared in a form that sets forth the amounts due to or from Buyer or Seller, as the case may be. Upon receipt of the Preliminary Closing Proration Statement, Buyer and its accountants shall have the right to examine, at Buyer’s expense, the Preliminary Closing Proration Statement and all work papers, schedules, and other books and records used in the preparation of such Preliminary Closing Proration Statement, and to make reasonable inquiry of Seller and its accountants. If Buyer objects to the Preliminary Closing Proration Statement, it shall so advise Seller, and Seller and Buyer shall each use their best efforts to resolve their differences concerning the Preliminary Closing Proration Statement as soon as possible, but in any event prior to the Closing Date. If the Closing occurs before the tax rate is fixed for the then current tax year, the apportionment of taxes shall be made on the basis of the last ascertainable tax xxxx for the preceding tax year, and when the taxes are fixed for the tax year in which the Closing occurs, the Seller and Buyer are unable the Purchaser hereby agree to resolve adjust the matterproration of taxes and, they if necessary, to refund or pay such sums to the other party as shall jointly appoint an independent certified public accounting firm be necessary to resolve effect such adjustment; (ii) Special Assessments against the dispute. Project due for the calendar year in which the Closing Date occurs; (iii) Wages, vacation pay and other benefits of all persons employed by the Seller in the operation of the Project whose employment will not be terminated as of the Closing Date; (iv) Fuel and other supplies stored at the Project; (v) Any permit or other fees relating to the Project payable on a continuing basis; (vi) Fees payable under the Service Contracts; (vii) The fees of such independent accounting firm shall be split evenly between Buyer the Trustee, the Issuer, and Seller. Seller and Buyer shall cooperate fully with such independent accounting firm. Such independent accounting firm’s resolution any other third parties due under the Financing Documents in the ordinary course of the dispute transactions contemplated by those documents and not the transactions contemplated by this Agreement; (viii) Utility charges and deposits with utility companies; and (ix) All other operating charges of, or other proratable items relating to, the Project. (b) The Purchaser shall be final and binding upon receive a credit against the parties. The parties shall use their best efforts Purchase Price equal to cause the accounting firm to resolve such disputeaggregate amount of rentals or other income of the Project, if any, concerning the Preliminary Closing Proration Statement as soon as possibleincluding, but in any event prior not limited to, utility charges, tenant reimbursements, and other similar amounts payable to the Seller as the owner of the Project previously collected by the Seller which, as of the Closing Date, represent advance payments attributable to periods after the Closing Date. (c) Within sixty (60) days following Any rental or other income, including, but not limited to, utility charges, tenant reimbursements, and other amounts payable to the Seller as the owner of the Project which are payable for periods prior to the Closing Date but which, as of the Closing Date, Buyer have not been received by the Seller, whether because such amounts are delinquent or because such amounts are not yet due, shall prepare not be prorated as of the Closing Date but shall be adjusted after the Closing Date but as of the Closing Date, when and deliver if such amounts are received by the Purchaser, and the Purchaser covenants and agrees to immediately pay to the Seller any such delinquent rents from rents received by the Final Purchaser (after payment of current rents) from such tenants after the Closing Proration Statement indicating Date. (d) At the prorations Closing, the Purchaser shall receive a credit against the Purchase Price equal to the amount of any and all refundable deposits paid to the Seller by tenants of the Project (collectively, the "Deposits"), as well as for the amount of any unpaid bills (but subject to proration as set forth abovein Section 6.03(a) hereof) relating to periods prior to the Closing Date for which the Purchaser will be responsible after the Closing. The Purchaser hereby agrees to apply the respective Deposits in accordance with the provisions of the respective Leases. Pursuant to the Assignment of Tenant Leases, together with copies as of the Closing Date the Purchaser will assume all work papers, schedulesobligations under the Leases to refund or otherwise apply the Deposits pursuant to the provisions of the applicable Leases and will indemnify the Seller, and supporting documentation reasonably sufficient hold the Seller harmless for any failure to allow Seller to verify the prorations prepared by Buyer. Within ten (10) days of receipt refund or misapplication of the Final Closing Proration Statement, Deposits. (e) The Seller shall either accept receive a credit for all amounts (plus any accrued and unpaid interest or earnings thereon) held under the Indenture by the Trustee in any of the funds or accounts established under the Indenture (excepting, however, amounts, if any, in the Interest Account and the Administrative Expenses Account attributable to and held for the payment of interest on the Bonds, and fees and expenses of the Issuer and/or the Trustee and other Administrative Expenses accrued and payable from such Accounts for the period up to and including the Closing Date and not otherwise credited to the Purchaser under Section 6.03 hereof), and the Seller shall assign to the Purchaser all of its right, title and interest in the amounts so held by the Trustee. (f) Interest accruing on the Note, if any, prior to the Closing Date which is not payable prior to the Closing Date shall, to the extent not otherwise paid or provided for hereunder (e.g., in the calculation of the Purchase Price or prorations under Section 6.03), be a credit to the Purchaser, and the Purchaser shall pay interest accruing on the Note after the Closing Date. (g) Subject to adjustments as set forth in this Agreement, including, without limitation, Section 6.04 hereof, for purposes of all prorations, the Final Closing Proration Statement or give Buyer a Notice Seller will receive credit of Disagreement. If Seller fails either to accept all income and will be responsible for the prorations set forth in the Final Closing Proration Statement or to give Buyer a Notice payment of Disagreement within ten (10) days of receipt all expenses of the Final Project to and including the Closing Proration Statement, then Date and the Purchaser will receive credit for all income and will be responsible for the payment of all expenses after the Closing Date. The Purchaser and the Seller shall be deemed to have accepted such prorations. The Notice indemnify each other for its violation of Disagreement shall state the amount of money Seller believes is due to or from Seller pursuant to the prorations set forth herein (“Seller’s Amount”), and Buyer shall have ten (10) days to accept or reject Seller’s Amount. If Buyer rejects Seller’s Amount, any amount not in dispute shall be immediately paid and the remaining amount in dispute shall be submitted to an independent certified public accounting firm selected jointly by the parties for resolution of the dispute, such resolution to be final and binding upon the parties. Buyer and Seller agree to share equally the cost and expenses of such accounting firm. All amounts owed pursuant to this Section 3.4 shall be paid within ten (106.03(g) days of acceptance, failure as it relates to object or, if there is a dispute, resolution of the amount due. If such amount is not paid within such ten (10) day period, interest on such amount shall accrue until paid at 12%responsibility for payment.

Proration of Income and Expenses. At Closing, all prorations shall occur in accordance with the following: (a) All Except as otherwise provided herein, all income and expenses arising from the operations Seller's ownership of the Station Assets to be conveyed hereunder shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m.12:01 a.m., local Mountain time, on the date immediately preceding Closing Date (the Closing Date. Seller shall be responsible Adjustment Time), on the basis that all income and expenses which accrue prior to the Adjustment Time are for all liabilities and obligations incurred or accrued in connection with the operation account of the Station through 11:59 p.m., local time, of the date immediately preceding the Closing DateSeller, and Buyer shall be responsible all income and expenses which accrue after the Adjustment Time are for all such liabilities and obligations incurred or accruing thereafterthe account of Buyer. Such prorations shall include, without limitation, all real property, ad valorem, real estate and other property taxes (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby, which which, shall be paid as set forth in Section 10.1 Article 11 of this Agreement), utility charges, business and license fees, music and other license fees (including any retroactive adjustments thereof)currently paid by Seller, insuranceFCC regulatory fees, utility expenses, telephone expenses, liabilities and obligations under all Assumed Contracts, time sales agreements, rents and similar prepaid and deferred items and all other income and expenses attributable to the ownership and operation of the StationStation or the Station Assets. Real estate taxes Revenues, expenses, taxes, costs and liabilities earned or incurred in connection with particular programs and announcements shall be apportioned on allocated to the basis time of taxes assessed performance of such programs and announcements without regard to the date of payment therefor. Salaries, wages, sales commissions, fringe benefit accruals and termination or severance pay for employees shall not be pro-rated but shall be the preceding year, with a reapportionment as soon as the new tax rate and valuation can be ascertainedsole responsibility of Seller. (b) Ten (10) days prior The prorations and adjustments contemplated by this Section, 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, Seller shall prepare an adjustment and deliver to Buyer, a statement of income and expense (the “Preliminary Closing Proration Statement”), setting forth the adjustment to the Purchase Price determined in accordance with Section 3.1 and prorations determined in accordance with this Section 3.4. The Preliminary Closing Proration Statement proration shall be prepared in a form that sets forth the amounts due to or from Buyer or Seller, as the case may be. Upon receipt of the Preliminary Closing Proration Statement, Buyer and its accountants shall have the right to examine, at Buyer’s expense, the Preliminary Closing Proration Statement and all work papers, schedules, and other books and records used in the preparation of such Preliminary Closing Proration Statement, and to make reasonable inquiry of Seller and its accountants. If Buyer objects to the Preliminary Closing Proration Statement, it shall so advise Seller, and Seller and Buyer shall each use their best efforts to resolve their differences concerning the Preliminary Closing Proration Statement as soon as possible, but in any event prior to the Closing Date. If Seller and Buyer are unable to resolve the matter, they shall jointly appoint an independent certified public accounting firm to resolve the dispute. The fees of such independent accounting firm shall be split evenly between Buyer and Seller. Seller and Buyer shall cooperate fully with such independent accounting firm. Such independent accounting firm’s resolution of the dispute shall be final and binding upon the parties. The parties shall use their best efforts to cause the accounting firm to resolve such dispute, if any, concerning the Preliminary Closing Proration Statement as soon as possible, but in any event prior to the Closing Date. (c) Within made within sixty (60) days following of the Closing Date. In the event of any disputes between the parties as to such adjustments, Buyer shall prepare and deliver to Seller the Final Closing Proration Statement indicating the prorations as set forth above, together with copies of all work papers, schedules, and supporting documentation reasonably sufficient to allow Seller to verify the prorations prepared by Buyer. Within ten (10) days of receipt of the Final Closing Proration Statement, Seller shall either accept the prorations set forth in the Final Closing Proration Statement or give Buyer a Notice of Disagreement. If Seller fails either to accept the prorations set forth in the Final Closing Proration Statement or to give Buyer a Notice of Disagreement within ten (10) days of receipt of the Final Closing Proration Statement, then Seller shall be deemed to have accepted such prorations. The Notice of Disagreement shall state the amount of money Seller believes is due to or from Seller pursuant to the prorations set forth herein (“Seller’s Amount”), and Buyer shall have ten (10) days to accept or reject Seller’s Amount. If Buyer rejects Seller’s Amount, any amount amounts not in dispute shall nonetheless be immediately paid at such time and the remaining amount in dispute such disputes shall be submitted to resolved by an independent certified public accounting firm selected jointly by the parties for resolution of the dispute, such resolution accountant mutually acceptable to be final and binding upon the parties. Buyer , and Seller agree to share equally the cost fees and expenses of such accounting firm. All amounts owed pursuant to this Section 3.4 accountant shall be paid one-half by Seller and one-half by Buyer. The decision of such accountant shall be rendered within ten one hundred eighty (10180) days of acceptance, failure to object or, if there is a dispute, resolution of after the amount due. If such amount is not paid within such ten (10) day period, interest Closing and shall be conclusive and binding on such amount shall accrue until paid at 12%the parties.