Common use of Purchase Price and Adjustment Clause in Contracts

Purchase Price and Adjustment. (a) In consideration for the sale of the Mediaco Assets and assumption of the Mediaco Liabilities, on the Closing Date, immediately prior to or simultaneous with Closing (as defined in Section 4.1 below), Mediaco shall (i) pay the Emmis Purchase Price, subject to adjustment as provided in this Section 3.1, by wire transfer of immediately available funds pursuant to wire transfer instructions to be provided by Emmis to Mediaco and (ii) issue to Emmis a number of shares of the Class A Common Stock as shall represent as of the completion of Closing a 23.72% equity interest in Mediaco (the “Emmis Stock Consideration”). (b) To the extent not included in the Mediaco Current Assets or Mediaco Current Liabilities, all income and expenses from the ownership or holding of the Mediaco Assets (including Taxes only to the extent referenced in Section 3.1(c)) shall be prorated between Emmis and Mediaco as of Closing, with all expenses incurred and income earned prior to Closing for the account of Emmis (including income earned from advertising which has been broadcast on the Purchased Stations prior to Closing, but not yet billed), and all income earned and expenses incurred after Closing, for the account of Mediaco. The prorations of income and expense provided for in this Section 3.1 shall be estimated at the Closing based on the best information then available (the “Estimated Closing Adjustment”) and shall be subject to adjustment post-Closing as provided in this Section 3.1. Based on the Estimated Closing Adjustment, the Emmis Purchase Price paid at Closing (i) shall be increased by the amount, if any, by which the prorated income allocated to Emmis exceeds the prorated expenses allocated to Emmis or (ii) shall be decreased by the amount, if any, by which the prorated expenses allocated to Emmis exceed the prorated income allocated to Emmis. The Emmis Purchase Price shall also be increased by the aggregate value of the Lease Deposits. (c) To the extent not included in the Mediaco Current Assets or Mediaco Current Liabilities, the adjustments provided for in this Section 3.1 shall include prorations to account for all property taxes and similar ad valorem taxes, business and license fees, including FCC regulatory fees, utility expenses, liabilities and obligations under the Assumed Contracts and Real Estate Leases, rents and similar prepaid and deferred items and all other expenses and obligations, such as deferred revenue and prepayments attributable to the ownership or holding of the Assets and operation of the Purchased Stations that straddle an assessment period that begins before and ends after Closing. If such amounts were prepaid by Emmis prior to Closing, and Mediaco will receive a benefit after Closing, then Emmis shall receive a credit for such amounts (which would include security deposits made by Emmis but assumed by Mediaco). If Emmis received a benefit prior to Closing, and such amounts will be paid by Mediaco after Closing, Mediaco will receive a credit for such amounts. To the extent not known, real estate and personal property taxes shall be apportioned on the basis of taxes assessed for the preceding year. (d) Within forty-five (45) days after the Closing Date, Mediaco shall prepare and deliver to Emmis a proposed pro rata adjustment of income and expenses in the manner described in Section 3.1(b) and Section 3.1(c) for the Purchased Stations as of Closing, showing the difference between Mediaco’s post-Closing determination of such adjustment and the Estimated Closing Adjustment (the “Settlement Statement”), together with a schedule setting forth, in reasonable detail, the components thereof. During such 45-day period, Mediaco and its representatives shall be provided reasonable access, upon reasonable advance notice and during normal business hours, to such books and records of the Emmis Group, and to employees of the Emmis Group and their independent auditors, if any, as Mediaco may reasonably request in connection with its preparation of the Settlement Statement. (e) During the 30-day period following receipt of the Settlement Statement, Mediaco shall provide Emmis and its representatives reasonable access, upon reasonable advance notice and during normal business hours, to such books and records of Mediaco, and to employees of Mediaco and its independent auditors, if any, as Emmis may reasonably request in connection with its review of the Settlement Statement. (f) The Settlement Statement shall become final and binding upon the Parties on the 30th day following delivery thereof to Emmis, unless Emmis give written notice of disagreement with the Settlement Statement (the “Notice of Disagreement”) to Mediaco prior to such date. The Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a Notice of Disagreement is given to Mediaco in the period specified, then the Settlement Statement (as revised in accordance with clause (i) or (ii) below) shall become final and binding upon the Parties on the earlier of (i) the date Mediaco and Emmis resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm as provided herein. (g) Within ten (10) Business Days after the Settlement Statement becomes final and binding upon the Parties, (i) Mediaco shall pay to Emmis the amount, if any, by which the Settlement Statement as finally determined reflects a higher Emmis Purchase Price than that determined by the Estimated Closing Adjustment or (ii) Emmis shall pay to Mediaco the amount, if any, by which the Settlement Statement as finally determined reflects a lower Emmis Purchase Price than that determined by the Estimated Closing Adjustment. All payments made pursuant to this Section 3.1(g) shall be made by wire transfer of immediately available funds to an account designated by the recipient party. (h) Notwithstanding any statement in this Section 3.1(h) to the contrary, if Emmis delivers a Notice of Disagreement, Emmis or Mediaco, as applicable, shall make a payment to the other Party in immediately available funds of any undisputed amount within ten (10) Business Days of the receipt of the Notice of Disagreement. (i) During the 30-day period following the delivery of a Notice of Disagreement to Mediaco that complies with the preceding paragraphs, Mediaco and Emmis shall seek in good faith to resolve in writing any differences they may have with respect to the matters specified in the Notice of Disagreement. During such period: (i) each of Mediaco and Emmis, and their respective independent auditors, if any, and at each of Mediaco’s and Emmis’ sole cost and expense, shall be permitted to review and make copies reasonably required of: (A) the financial statements of Emmis, in the case of Mediaco, and Mediaco, in the case of Emmis, relating to the Notice of Disagreement, (B) the books and records of Emmis, in the case of Mediaco, and Mediaco, in the case of Emmis, relating to the Notice of Disagreement, and (C) any supporting schedules, analyses and documentation relating to the Notice of Disagreement; and (ii) Emmis and Mediaco each shall provide reasonable access, upon reasonable advance notice and during normal business hours, to such employees of the other Party and such other Party’s independent auditors, if any, as such first Party reasonably believes is necessary or desirable in connection with its review of the Notice of Disagreement. (j) If, at the end of such 30-day period, Mediaco and Emmis have not resolved their differences, Mediaco and Emmis shall submit to the Accounting Firm for review and resolution any and all matters that remain in dispute and that were included in the Notice of Disagreement. Within thirty (30) days after selection of the Accounting Firm, Mediaco and Emmis shall submit their respective positions to the Accounting Firm in writing, together with any other materials relied upon in support of their respective positions. Mediaco and Emmis shall cooperate with each other and otherwise use commercially reasonable efforts to cause the Accounting Firm to render a decision resolving the matters in dispute within thirty (30) days following the submission of such materials to the Accounting Firm. The decision of the Accounting Firm shall be final and binding on each of the Parties, and judgment upon the determination of the Accounting Firm may be entered in any court of competent jurisdiction (but subject to Section 13.13 hereof). The fees and expenses of the Accounting Firm shall be divided equally between Emmis and Mediaco. The fees and expenses (if any) of Mediaco’s independent auditors and attorneys incurred in connection with the review of the Notice of Disagreement shall be borne by Mediaco, and the fees and expenses (if any) of Emmis’ independent auditors and attorneys incurred in connection with their review of the Settlement Statement shall be borne by Emmis.

Purchase Price and Adjustment. The total consideration for the purchase of the Assets by Buyer shall be the sum of Four Million Seven Hundred Thousand Shares of Buyer’s common stock (4,700,000) (the “Purchase Price”), which shall be paid to Seller at Closing. (a) In consideration for the sale of the Mediaco Assets and assumption of the Mediaco Liabilities, on the Closing Date, immediately prior to Any income or simultaneous with Closing (as defined in Section 4.1 below), Mediaco shall (i) pay the Emmis Purchase Price, subject to adjustment as provided in this Section 3.1, by wire transfer of immediately available funds pursuant to wire transfer instructions to be provided by Emmis to Mediaco and (ii) issue to Emmis a number of shares of the Class A Common Stock as shall represent as of the completion of Closing a 23.72% equity interest in Mediaco (the “Emmis Stock Consideration”). (b) To the extent not included in the Mediaco Current Assets or Mediaco Current Liabilities, all income and expenses from the ownership ownership, holding or holding performance of the Mediaco Assets (including Taxes only to the extent referenced in Section 3.1(c)) Assigned Contracts shall be prorated between Emmis Sellers and Mediaco Buyers as of Closing, with all expenses incurred and or income earned prior to Closing for the account of Emmis (including income earned from advertising which has been broadcast on the Purchased Stations prior to Closing, but not yet billed), Seller and all income earned and expenses incurred after Closing, for the account of Mediaco. The prorations of income and expense provided for in this Section 3.1 shall be estimated at the Closing based on the best information then available (the “Estimated Closing Adjustment”) and shall be subject to adjustment post-Closing as provided in this Section 3.1. Based on the Estimated Closing Adjustment, the Emmis Purchase Price paid at Closing (i) shall be increased by the amount, if any, by which the prorated income allocated to Emmis exceeds the prorated expenses allocated to Emmis or (ii) shall be decreased by the amount, if any, by which the prorated expenses allocated to Emmis exceed the prorated income allocated to Emmis. The Emmis Purchase Price shall also be increased by the aggregate value of the Lease DepositsBuyer. (c) To the extent not included in the Mediaco Current Assets or Mediaco Current Liabilities, the adjustments provided for in this Section 3.1 shall include prorations to account for all property taxes and similar ad valorem taxes, business and license fees, including FCC regulatory fees, utility expenses, liabilities and obligations under the Assumed Contracts and Real Estate Leases, rents and similar prepaid and deferred items and all other expenses and obligations, such as deferred revenue and prepayments attributable to the ownership or holding of the Assets and operation of the Purchased Stations that straddle an assessment period that begins before and ends after Closing. If such amounts were prepaid by Emmis prior to Closing, and Mediaco will receive a benefit after Closing, then Emmis shall receive a credit for such amounts (which would include security deposits made by Emmis but assumed by Mediaco). If Emmis received a benefit prior to Closing, and such amounts will be paid by Mediaco after Closing, Mediaco will receive a credit for such amounts. To the extent not known, real estate and personal property taxes shall be apportioned on the basis of taxes assessed for the preceding year. (db) Within forty-five (45) days after the Closing Date, Mediaco Buyer shall prepare and deliver to Emmis Seller a proposed pro rata adjustment of income and expenses in the manner described in Section 3.1(b2.1(a) and Section 3.1(c) for the Purchased Stations as of Closing, showing the difference between Mediaco’s post-Closing determination of such adjustment and the Estimated Closing Adjustment (the “Settlement Statement”), together with a schedule setting forth, in reasonable detail, the components thereof. During such 45-day period, Mediaco Buyer and its their representatives shall be provided reasonable access, upon reasonable advance notice and during normal business hours, to such books and records of the Emmis GroupSeller, and to employees of the Emmis Group Sellers and their independent auditors, if any, as Mediaco Buyer may reasonably request in connection with its preparation of the Settlement Statement. (ec) During the 30-day period following receipt of the Settlement Statement, Mediaco Buyer shall provide Emmis Seller and its their representatives reasonable access, upon reasonable advance notice and during normal business hours, to such books and records of MediacoBuyer, and to employees of Mediaco Buyer and its their independent auditors, if any, as Emmis Sellers may reasonably request in connection with its review of the Settlement Statement. (fd) The Settlement Statement shall become final and binding upon the Parties on the 30th day following delivery thereof to EmmisSeller, unless Emmis Sellers give written notice of disagreement with the Settlement Statement (the “Notice of Disagreement”) to Mediaco Buyer prior to such date. The Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a Notice of Disagreement is given to Mediaco Buyer in the period specified, then the Settlement Statement (as revised in accordance with clause (i) or (ii) below) shall become final and binding upon the Parties on the earlier of (i) the date Mediaco Buyer and Emmis Seller resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm as provided hereinDisagreement. (ge) Within ten (10) Business Days business days after the Settlement Statement becomes final and binding upon the Parties, (i) Mediaco Buyer shall pay to Emmis Seller the amount, if any, by which the Settlement Statement as finally determined reflects a higher Emmis Purchase Price than that determined by prorated income allocated to Sellers exceeds the Estimated Closing Adjustment prorated expenses allocated to Sellers or (ii) Emmis Sellers shall pay to Mediaco Buyers the amount, if any, by which the Settlement Statement as finally determined reflects a lower Emmis Purchase Price than that determined by prorated expenses allocated to Sellers exceed the Estimated Closing Adjustmentprorated income allocated to Sellers. All payments made pursuant to this Section 3.1(g2.1(f) shall be made by wire transfer of immediately available funds to an account designated by the recipient party. (h) Notwithstanding any statement in this Section 3.1(h) to the contrary, if Emmis delivers a Notice of Disagreement, Emmis or Mediaco, as applicable, shall make a payment to the other Party in immediately available funds of any undisputed amount within ten (10) Business Days of the receipt of the Notice of Disagreement. (i) During the 30-day period following the delivery of a Notice of Disagreement to Mediaco that complies with the preceding paragraphs, Mediaco and Emmis shall seek in good faith to resolve in writing any differences they may have with respect to the matters specified in the Notice of Disagreement. During such period: (i) each of Mediaco and Emmis, and their respective independent auditors, if any, and at each of Mediaco’s and Emmis’ sole cost and expense, shall be permitted to review and make copies reasonably required of: (A) the financial statements of Emmis, in the case of Mediaco, and Mediaco, in the case of Emmis, relating to the Notice of Disagreement, (B) the books and records of Emmis, in the case of Mediaco, and Mediaco, in the case of Emmis, relating to the Notice of Disagreement, and (C) any supporting schedules, analyses and documentation relating to the Notice of Disagreement; and (ii) Emmis and Mediaco each shall provide reasonable access, upon reasonable advance notice and during normal business hours, to such employees of the other Party and such other Party’s independent auditors, if any, as such first Party reasonably believes is necessary or desirable in connection with its review of the Notice of Disagreement. (j) If, at the end of such 30-day period, Mediaco and Emmis have not resolved their differences, Mediaco and Emmis shall submit to the Accounting Firm for review and resolution any and all matters that remain in dispute and that were included in the Notice of Disagreement. Within thirty (30) days after selection of the Accounting Firm, Mediaco and Emmis shall submit their respective positions to the Accounting Firm in writing, together with any other materials relied upon in support of their respective positions. Mediaco and Emmis shall cooperate with each other and otherwise use commercially reasonable efforts to cause the Accounting Firm to render a decision resolving the matters in dispute within thirty (30) days following the submission of such materials to the Accounting Firm. The decision of the Accounting Firm shall be final and binding on each of the Parties, and judgment upon the determination of the Accounting Firm may be entered in any court of competent jurisdiction (but subject to Section 13.13 hereof). The fees and expenses of the Accounting Firm shall be divided equally between Emmis and Mediaco. The fees and expenses (if any) of Mediaco’s independent auditors and attorneys incurred in connection with the review of the Notice of Disagreement shall be borne by Mediaco, and the fees and expenses (if any) of Emmis’ independent auditors and attorneys incurred in connection with their review of the Settlement Statement shall be borne by Emmis.