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 Stations Assets or the Assumed Liabilities and arising from the conduct of the business and operations of the Stations shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m. Pacific time, on the date immediately preceding the Closing Date. Such prorations shall include, without limitation, all ad valorem, real estate, property taxes and other governmental charges on the Stations Assets (but excluding taxes arising by reason of the transfer of the Stations 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 sixty-day limitation set forth in Section 3.3.2), utility expenses, vacation pay, 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 sixty (60) 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 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 Buyer.

Proration of Income and Expenses. 3.3.1 Except as otherwise provided herein, and except as previously prorated pursuant to the Time Brokerage Agreement (as hereinafter defined), all deposits, reserves and prepaid and deferred income and expenses relating to the Stations Assets or the Assumed Liabilities and arising from the conduct of the business and operations of the Stations shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m. Pacific time, on the date immediately preceding the Closing Date. Such prorations shall include, without limitation, all ad valorem, real estate, estate property taxes and other governmental charges on the Stations Assets (but excluding taxes arising by reason of the transfer of the Stations 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 sixty-day limitation set forth in Section 3.3.2), utility expenses, accrued vacation pay, amounts due or to become due under Contracts, rents and similar prepaid and deferred items. 3.3.2 Except as otherwise provided hereinherein or in the Time Brokerage Agreement, 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 sixty (60) 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 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 Buyer. If the aggregate amount in dispute under this Agreement and the Time Brokerage Agreement is equal to or less than Three Thousand Dollars ($3,000.00), such amount shall be divided equally between Buyer and Seller.

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 Stations Assets or the Assumed Liabilities and arising from the conduct of the business and operations of the Stations shall be prorated between Buyer Buyers and Seller Sellers in accordance with generally accepted accounting principles as of 11:59 p.m. Pacific local time, on the date immediately preceding the Closing Date. Such prorations shall include, without limitation, all ad valorem, real estate, property taxes and other governmental charges on the Stations Assets (but excluding taxes arising by reason of the transfer of the Stations 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 sixtyninety-day limitation set forth in Section 3.3.2), utility expenses, wages, salaries, and other employee benefits (excluding vacation payand sick pay obligations to be assumed by RBU and RBW, as provided in Schedule 7.14) for employees hired by RBU or RBW, amounts due or to become due under Contracts, any negative barter balance in excess of $40,000, 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 sixty ninety (6090) 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 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 Sellers and one-half by BuyerBuyers.

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 Stations Assets or Commencement Date, and all costs and expenses arising from the Assumed Liabilities 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 operations operation of the Stations Station shall be prorated between Buyer 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. Pacific timerevenue is attributable was performed. Items to be apportioned pursuant to this paragraph shall include the following: (i) all personal property taxes, on the date immediately preceding the Closing Date. Such prorations shall includereal estate taxes, without limitationwater taxes, all ad valorem, real estate, and other property taxes or assessments on or with respect to the assets and other governmental charges on the Stations Assets property interests to be transferred or assigned to Buyer hereunder; (but excluding taxes arising by reason of the transfer of the Stations 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 sixtyCut-day limitation set forth in Section 3.3.2)Off Time for insurance premiums, utility expensesbonuses, commissions, sick pay, vacation payand 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, amounts due electricity and other utility expenses and fuel; (v) personal property and equipment rentals, 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, the prorations taxes and adjustments contemplated by this Section 3.3other 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 extent practicable, ownership and operation of the Station. Taxes to be apportioned pursuant to this Section1.5 shall be apportioned in proportion to (x)the 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 remain the property of being ascertained on the Closing DateSeller, an adjustment and proration shall be made within sixty (60) 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 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 Buyer.