Common use of Taxes; Sales, Use and Transfer Taxes Clause in Contracts

Taxes; Sales, Use and Transfer Taxes. (a) To the extent that the amount of any adjustment made to the Purchase Price in favor of Buyer pursuant to Section 2.11 in respect of any Tax exceeds the amount actually payable with respect to the period covered by such calculation, Buyer shall promptly reimburse the SBS Entities for the full amount of such excess. (b) Buyer and the SBS Entities shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of any Tax Return related to the Station or the Purchased Assets and any audit, litigation or other proceeding with respect to Taxes that relates to the Station or the Purchased Assets. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to the preparation of any Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (c) Any sales, use or other transfer Taxes payable by reason of transfer and conveyance of the Business, the Station or the Purchased Assets hereunder and any documentary stamp or transfer Taxes payable by reason of the real estate or interests therein included in the Purchased Assets shall be borne equally by Buyer and the SBS Entities, with each party responsible for one half of any such Taxes; provided that Buyer will reimburse the SBS Entities for Buyer's share of such Taxes paid by the SBS Entities, and the SBS Entities will reimburse the Buyer for the SBS Entities' share of such Taxes paid by the Buyer. All fees relating to any filing with any Governmental Body required for transfer and conveyance of the Business, the Station or the Purchased Assets hereunder, other than amounts (including Taxes) owing to any Governmental Body as of the date hereof or with respect to events occurring prior to the date hereof, shall be borne equally by Buyer and the SBS Entities.

Taxes; Sales, Use and Transfer Taxes. (a) To the extent that the amount of any adjustment made Parent shall be liable for and shall pay all Taxes (whether assessed or unassessed) applicable to the Purchase Price Business or the Purchased Assets, in favor each case attributable to periods (or portions thereof) ending on or prior to the Closing Date. Buyer shall be liable for and shall pay all Taxes (whether assessed or unassessed) applicable to the Business or the Purchased Assets, in each case attributable to periods (or portions thereof) beginning after the Closing Date. For purposes of Buyer pursuant to this Section 2.11 in respect of 6.1(a), any Tax exceeds period beginning before and ending after the amount actually payable Closing Date (a “Straddle Period”) shall be treated as two partial periods, one ending on the Closing Date and the other beginning after the Closing Date. Notwithstanding this Section 6.1(a), all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Purchased Assets for any Tax period covered by that includes (but does not end on) the Closing Date shall be apportioned between Seller and, to the extent applicable, Option Party, on the one hand, and Buyer, on the other hand, based on the number of days of such calculationTax period up to and including the Closing Date and the number of days of such Tax period after the Closing Date, Buyer and Seller shall promptly reimburse the SBS Entities be liable for the full proportionate amount of such excessTaxes that is attributable to the portion of the Tax period up to and including the Closing Date, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the portion of the Tax period beginning after the Closing Date. (b) Buyer and the SBS Entities shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of any Tax Return related to the Station or the Purchased Assets and any audit, litigation or other proceeding with respect to Taxes that relates to the Station or the Purchased Assets. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to the preparation of any Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (c) Any sales, use or other transfer Taxes payable by reason of transfer and conveyance of the Business, the Station Business or the Purchased Assets hereunder and any documentary stamp or transfer Taxes payable by reason of the real estate or interests therein included in the Purchased Assets shall be borne equally by Parent and Buyer and the SBS Entitiesequally. Except as expressly provided otherwise in this Agreement, with each party responsible for one half of any such Taxes; provided that Buyer will reimburse the SBS Entities for Buyer's share of such Taxes paid by the SBS Entities, and the SBS Entities will reimburse the Buyer for the SBS Entities' share of such Taxes paid by the Buyer. All all fees relating to any filing with any Governmental Body required for transfer and conveyance of the Business, the Station or the Purchased Assets hereunder, other than amounts (including Taxes) owing to any Governmental Body as of the date hereof or with respect to events occurring prior to the date hereof, shall be borne equally by Parent and Buyer equally. Seller, Option Party and Buyer shall cooperate in the preparation, execution and filing of all Tax Returns, questionnaires, applications or other documents regarding any such sales, use, documentary stamp or transfer Taxes and any similar Taxes that become payable as a direct result of the transactions contemplated hereby. (c) Parent or Buyer, as the case may be, shall provide reimbursement for any Tax paid by the other party all or a portion of which is the responsibility of Parent or Buyer, as the case may be, in accordance with the terms of this Section 6.1. Within a reasonable time prior to the payment of any said Tax, the party paying such Tax shall give notice to the other party of the Tax payable and the portion which is the liability of each party, although failure to do so will not relieve the other party from its liability hereunder. Buyer shall promptly notify Parent in writing upon receipt by Buyer or any of its Affiliates of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations or assessments which may materially affect the Tax liabilities for which Parent would be required to indemnify any Buyer Group Member pursuant to this Section 6.1. Parent shall have the sole right to control any Tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date, and to employ counsel of its choice at its expense. In the SBS Entitiescase of any Straddle Period, Parent shall be entitled to participate at its expense in any Tax audit or administrative or court proceeding relating in whole or in part to Taxes attributable to the portion of such Straddle Period ending on the Closing Date and, with the written consent of Buyer, and at Parent’s sole expense, may assume the entire control of such audit or proceeding. Neither Buyer nor any of its Affiliates may settle any Tax claim for any taxable year or period ending on or prior to the Closing Date (or for the portion of any Straddle Period ending on the Closing Date) which may be the subject of indemnification by Parent under this Section 6.1 without the prior written consent of Parent, which consent may be withheld in the sole discretion of Parent. (d) Buyer acknowledges that Seller intends that the transactions contemplated by this Agreement qualify as a part of a tax-deferred, like-kind exchange under Section 1031 of the Code. Buyer and each Buyer Group Member acknowledge that Seller, as it is to receive the cash consideration under this Agreement as part of the Purchase Price, may wish to transfer a portion or all of its respective Purchased Assets as part of a tax-deferred, like-kind exchange as provided under Section 1031 of the Code. Buyer and each Buyer Group Member agree to permit Seller or one of their Affiliates to use a “qualified intermediary” for this transaction as that term is used in Treasury Regulations Section 1.1031(k)-1(g)(4) and/or an “exchange accommodation titleholder” under IRS Revenue Procedure 2000-37, and otherwise to cooperate with Seller and their respective Affiliates to structure the sale as a like-kind exchange, provided that none of Buyer or Buyer Group Members will be required to incur any obligation, liability or expense with respect to any such exchanges.

Taxes; Sales, Use and Transfer Taxes. (a) To the extent that the amount of any adjustment made Subject to the Purchase Price in favor terms of Buyer pursuant to Section 2.11 in respect of any Tax exceeds the amount actually payable with respect TBA, the Emmis Entities shall be liable for and shall pay all Taxes (whether assessed or unassessed) applicable to the period covered by such calculationBusiness, Buyer shall promptly reimburse the SBS Entities for the full amount of such excess. (b) Buyer and the SBS Entities shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of any Tax Return related to the Station or the Purchased Assets and any audit, litigation or other proceeding with respect to Taxes that relates to the Station or the Purchased Assets, in each case attributable to periods (or portions thereof) ending prior to the Closing Date. Such cooperation Subject to the TBA, Buyer shall include be liable for and shall pay all Taxes (whether assessed or unassessed) applicable to the retention Business, the Station or the Purchased Assets, in each case attributable to periods (or portions thereof) beginning on and after the Closing Date. For purposes of this Section -------- 6.1 (upon a) any period beginning before and ending after the Closing Date shall be treated as two partial periods, one ending ------ on the day preceding the Closing Date and the other party's request) beginning on the provision of records and information which are reasonably relevant to the preparation of any Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderClosing Date. (cb) Any sales, use or other transfer Taxes payable by reason of transfer and conveyance of the Business, the Station or the Purchased Assets hereunder and any documentary stamp or transfer Taxes payable by reason of the real estate or interests therein included in the Purchased Assets shall be borne equally by Buyer and the SBS Emmis Entities. Except as otherwise provided in Section 5.3, with each party responsible for one half of any such Taxes; provided that Buyer will reimburse the SBS Entities for Buyer's share of such Taxes paid by the SBS Entities, and the SBS Entities will reimburse the Buyer for the SBS Entities' share of such Taxes paid by the Buyer. All all fees relating to any filing with any Governmental Body required for transfer and ----------- conveyance of the Business, the Station or the Purchased Assets hereunder, other than amounts (including Taxes) owing to any Governmental Body as of the date hereof or with respect to events occurring prior to the date hereof, shall be borne equally by Buyer and the SBS Emmis Entities. (c) The Emmis Entities or Buyer, as the case may be, shall provide reimbursement for any Tax paid by the other party all or a portion of which is the responsibility of the Emmis Entities or Buyer, as the case may be, in accordance with the terms of this Section 6. 1. Within a reasonable time prior to the payment of any said Tax, the party paying such Tax ----------- shall give notice to the other party of the Tax payable and the portion which is the liability of each party, although failure to do so will not relieve the other party from its liability hereunder.

Taxes; Sales, Use and Transfer Taxes. (a) The Xxxxxx Entities shall pay after the Closing when due all Taxes for taxable periods ending on or prior to the Closing Date and for Pre-Closing Straddle Periods that have given rise to, or will give rise to an Encumbrance on the Purchased Assets in the hands of Buyer after the Closing Date. Notwithstanding the foregoing, no payments shall be required to be made for Taxes pursuant to the preceding sentence to the extent such Taxes are to be prorated pursuant to Section 2.11 of this Agreement. For purposes of this Agreement, in the case of Taxes that are payable with respect to a Straddle Period, the portion of such Tax allocable to the Pre-Closing Straddle Period shall (a) in the case of any Taxes based on the value of property, such as property or ad valorem Tax, be deemed to be the amount of such Tax for the entire period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and the denominator of which is the number of days in the Straddle Period and (b) in the case of any other Tax, such as income, sales or gross receipts, be deemed to equal the amount that would be payable if the taxable year ended as of the end of the Closing Date. (b) Subject to the other provisions of this Section 6.1, Buyer shall notify the Xxxxxx Entities of any Tax obligation to be paid pursuant to Section 6.1(a) within a reasonable time prior to the date such payment is due and the Xxxxxx Entities shall wire transfer funds to Buyer for value no later than two (2) days before such payments are due. (c) To the extent that the amount of any adjustment made to the Purchase Price in favor of Buyer pursuant to Section 2.11 in respect of any Tax exceeds the amount actually payable with respect to the period covered by such calculation, Buyer shall promptly reimburse the SBS Xxxxxx Entities for the full amount of such excess. (bd) Buyer and the SBS Xxxxxx Entities shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of any Tax Return related to the Station Stations or the Purchased Assets and any audit, litigation or other proceeding with respect to Taxes that relates to the Station Stations or the Purchased Assets. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which are reasonably relevant to the preparation of any Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (ce) Any sales, use or other transfer Taxes payable by reason of transfer and conveyance of the Business, the Station Stations or the Purchased Assets hereunder and any documentary stamp or transfer Taxes payable by reason of the real estate or interests therein included in the Purchased Assets shall be borne equally by Buyer and the SBS Entities, with each party responsible for one half of any such Taxes; provided that Buyer will reimburse the SBS Entities for Buyer's share of such Taxes paid by the SBS Xxxxxx Entities. Except as otherwise provided in Section 5.3, and the SBS Entities will reimburse the Buyer for the SBS Entities' share of such Taxes paid by the Buyer. All all fees relating to any filing with any Governmental Body required for transfer and conveyance of the Business, the Station Stations or the Purchased Assets hereunder, other than amounts (including Taxes) owing to any Governmental Body as of the date hereof or with respect to events occurring prior to the date hereof, hereunder shall be borne equally paid by Buyer and the SBS Xxxxxx Entities.

Taxes; Sales, Use and Transfer Taxes. (ai) To the extent that the amount of any adjustment made The Seller shall be liable for and shall pay all Taxes (whether assessed or unassessed) applicable to the Purchase Price in favor of Buyer pursuant to Section 2.11 in respect of any Tax exceeds the amount actually payable with respect to the period covered by such calculationBusiness, Buyer shall promptly reimburse the SBS Entities for the full amount of such excess. (b) Buyer and the SBS Entities shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of any Tax Return related to the Station or the Purchased Assets and any audit, litigation or other proceeding with respect to Taxes that relates to the Station or the Purchased Assets, in each case attributable to periods (or portions thereof) ending on or prior to the Closing Date, but not including any such Taxes attributable to the LMA Effective Period other than income, Franchise or similar Taxes of the Seller or its direct or indirect owners. Such cooperation The Optionee shall include be liable for and shall pay all Taxes (whether assessed or unassessed) applicable to the retention Business, the Station or the Purchased Assets, in each case attributable to periods (or portions thereof) beginning after the Closing Date and all such Taxes attributable to the LMA Effective Period other than income, Franchise or similar Taxes of the Seller or its direct or indirect owners. For purposes of this Section 7.1(a), (i) any period beginning before and ending after the Closing Date shall be treated as two partial periods, one ending on the Closing Date and the other beginning after the Closing Date, (ii) any period beginning before the LMA Effective Period and ending during the LMA Effective Period shall be treated as two partial periods, one ending on the day immediately preceding the Effective Date (as defined in the Optionee LMA) and the other beginning on the Effective Date (as defined in the Optionee LMA), (iii) any period beginning during the LMA Effective Period and ending after the LMA Effective Period shall be treated as two partial periods, one ending on the last day of the LMA Effective Period and the other beginning on the day immediately after the last day of the LMA Effective Period, and (upon iv) any period beginning before the other party's request) LMA Effective Period and ending after the provision of records and information which are reasonably relevant LMA Effective Period shall be treated as two or three partial periods (as applicable), one ending on the day immediately preceding the Effective Date (as defined in the Optionee LMA), the second being the LMA Effective Period and, if the LMA Effective Period terminates prior to the preparation Closing, the third beginning on the day immediately after the last day of any Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderthe LMA Effective Period. (cii) All Taxes other than income, franchise or similar Taxes relating to a time period beginning in one partial period and ending in another partial period (as described in Section 7.1(a)(i) above) shall be prorated (based on the most recent available tax statement, latest tax valuation and latest tax bills) as of the first day of the second partial period (and again as of the first day of the third partial period, if applicable) (the "Proration Date"). If the Proration Date occurs before the tax rate is fixed for the then current fiscal or calendar year, whichever is applicable, the proration of the corresponding Taxes shall be estimated on the basis of the tax rate for the last preceding year applied to the latest assessed valuation, and once the actual amount of such Taxes is known, the Optionee shall pay the Seller or the Seller shall pay the Optionee, as the case may be, as an adjustment to Purchase Price, the net amount due as a result of the actual apportionment of such Taxes taking into account any such Taxes for which the Seller has been, or has the right to be, reimbursed pursuant to the terms of the Optionee LMA. The Seller's estimated accrued liability (to the Closing) for any of the above described taxes and charges that are due and payable after the Closing, to the extent practicable, shall be made as a credit against the amount payable at the Closing by the Optionee. (b) Any sales, use or other transfer Taxes payable by reason of transfer and conveyance of the Business, the Station or the Purchased Assets hereunder and any documentary stamp or transfer Taxes payable by reason of the real estate or interests therein included in the Purchased Assets shall be borne equally by Buyer and the SBS Entities, with each party responsible for one half of any such Taxes; provided that Buyer will reimburse the SBS Entities for Buyer's share of such Taxes paid by the SBS EntitiesOptionee. Except as set forth in Section 6.3, and the SBS Entities will reimburse the Buyer for the SBS Entities' share of such Taxes paid by the Buyer. All all fees relating to any filing with any Governmental Body Authority required for transfer and conveyance of the Business, the Station or the Purchased Assets hereunder, other than amounts (including Taxes) owing to any Governmental Body Authority as of the date hereof or with respect to events occurring prior to the date hereof, shall be borne equally by Buyer the Optionee. (c) The Seller or the Optionee, as the case may be, shall provide reimbursement for any Tax paid by the other party, all or a portion of which is the responsibility of the Seller or the Optionee, as the case may be, in accordance with the terms of this Agreement. Within a reasonable time prior to the payment of any said Tax, the party paying such Tax shall give notice to the other party of the Tax payable and the SBS Entitiesportion which is the liability of each party, although failure to do so will not relieve the other party from its liability hereunder. (d) If requested by the Optionee in writing during the Exercise Period, the Seller agrees within twenty (20) days of such request, to (i) advise the Optionee of any audits of any material Tax Return of the Seller or any of its Subsidiaries conducted during the period beginning on the date of this Agreement and ending on the date of such advice; (ii) to provide the Optionee with copies of all material Tax audit reports affecting the Purchased Assets or the Business that have been issued during the period beginning on the date of this Agreement and ending on the date that such documents are provided; and (iii) to advise the Optionee of any changes that would make it impossible for the Seller to make the representations and warranties set forth in Section 4.6(a), Section 4.6(b); and Section 4.6(d) as of the Closing Date; provided, however, that Seller's inability to make such representations and warranties as of the date of such advice shall in no way be treated as a breach of any such representation and warranty. (e) Any expenses of the type specified in Schedule 10.1 of the Optionee LMA (other than Taxes) shall be prorated for the periods described in Section 7.1(a)(i) in a manner similar to that set forth in Section 7.1(a) with respect to Taxes.

Taxes; Sales, Use and Transfer Taxes. (a) To the extent that the amount of any adjustment made The ACME Entities shall be liable for and shall pay all Taxes (whether assessed or unassessed) applicable to the Purchase Price in favor ownership or operation of Buyer pursuant to Section 2.11 in respect of any Tax exceeds the amount actually payable with respect to the period covered by such calculationBusiness, Buyer shall promptly reimburse the SBS Entities for the full amount of such excess. (b) Buyer and the SBS Entities shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of any Tax Return related to the Station or the Purchased Assets and any audit, litigation or other proceeding with respect to Taxes that relates to the Station or the Purchased Assets, in each case attributable to periods (or portions thereof) ending on or prior to the Closing Date. Such cooperation Buyer shall include be liable for and shall pay all Taxes (whether assessed or unassessed) applicable to the retention ownership or operation of the Business, the Station or the Purchased Assets, in each case attributable to periods (or portions thereof) beginning after the Closing Date. For purposes of this Section 7.1(a), any period beginning before and (upon ending after the Closing Date shall be treated as two partial periods, one ending on the Closing Date and the other party's request) beginning after the provision of records and information which are reasonably relevant to the preparation of any Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderClosing Date. (cb) Any sales, use or other transfer Taxes payable by reason of transfer and conveyance of the Business, the Station or the Purchased Assets hereunder and any documentary documentary, stamp or transfer Taxes payable by reason of the real estate or interests therein included in the Purchased Assets shall be borne equally paid one-half by Buyer and the SBS Entities, with each party responsible for one one-half of any such Taxes; provided that Buyer will reimburse the SBS Entities for Buyer's share of such Taxes paid by the SBS ACME Entities. Except as set forth in Section 6.3, and the SBS Entities will reimburse the Buyer for the SBS Entities' share of such Taxes paid by the Buyer. All all fees relating to any filing with any Governmental Body required for transfer and conveyance of the Business, the Station or the Purchased Assets hereunder, other than amounts (including Taxes) owing to any Governmental Body as of the date hereof or with respect to events occurring prior to the date hereof, shall be borne equally paid one-half by Buyer and one-half by the SBS ACME Entities. (c) The ACME Entities or Buyer, as the case may be, shall provide reimbursement for any Tax paid by the other party all or a portion of which is the responsibility of the ACME Entities or Buyer, as the case may be, in accordance with the terms of this Section 7. 1. Within a reasonable time prior to the payment of any said Tax, the party paying such Tax shall give notice to the other party of the Tax payable and the portion which is the liability of each party, although failure to do so will not relieve the other party from its liability hereunder. (d) After the Closing Date, each of the ACME Entities and Buyer shall (and cause their respective Affiliates to): (i) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing; (ii) cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax Returns of the Business, the Station or the Purchased Assets; (iii) make available to the other and to any taxing authority as reasonably requested all information, records, and documents relating to Taxes of the Business, the Station or the Purchased Assets; (iv) provide timely notice to the other in writing of any pending or threatened Tax audits or assessments relating to Taxes of the Business, the Station or the Purchased Assets for taxable periods for which the other may have a liability under this Section 7.1; and (v) furnish the other with copies of all correspondence received from any taxing authority in connection with any Tax audit or information request with respect to any such taxable period.

Taxes; Sales, Use and Transfer Taxes. (a) To the extent that the amount of any adjustment made Parent shall be liable for and shall pay all Taxes (whether assessed or unassessed) applicable to the Purchase Price Business or the Purchased Assets, in favor each case attributable to periods (or portions thereof) ending on or prior to the Closing Date. Buyer shall be liable for and shall pay all Taxes (whether assessed or unassessed) applicable to the Business or the Purchased Assets, in each case attributable to periods (or portions thereof) beginning after the Closing Date. For purposes of Buyer pursuant to this Section 2.11 in respect of 6.1(a), any Tax exceeds period beginning before and ending after the amount actually payable Closing Date (a “Straddle Period”) shall be treated as two partial periods, one ending on the Closing Date and the other beginning after the Closing Date. Notwithstanding this Section 6.1(a), all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Purchased Assets for any Tax period covered by that includes (but does not end on) the Closing Date shall be apportioned between Seller and, to the extent applicable, Option Party, on the one hand, and Buyer, on the other hand, based on the number of days of such calculationTax period up to and including the Closing Date and the number of days of such Tax period after the Closing Date, Buyer and Seller shall promptly reimburse the SBS Entities be liable for the full proportionate amount of such excessTaxes that is attributable to the portion of the Tax period up to and including the Closing Date, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the portion of the Tax period beginning after the Closing Date. (b) Buyer and the SBS Entities shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of any Tax Return related to the Station or the Purchased Assets and any audit, litigation or other proceeding with respect to Taxes that relates to the Station or the Purchased Assets. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to the preparation of any Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (c) Any sales, use or other transfer Taxes payable by reason of transfer and conveyance of the Business, the Station Business or the Purchased Assets hereunder and any documentary stamp or transfer Taxes payable by reason of the real estate or interests therein included in the Purchased Assets shall be borne equally by Parent and Buyer and the SBS Entitiesequally. Except as expressly provided otherwise in this Agreement, with each party responsible for one half of any such Taxes; provided that Buyer will reimburse the SBS Entities for Buyer's share of such Taxes paid by the SBS Entities, and the SBS Entities will reimburse the Buyer for the SBS Entities' share of such Taxes paid by the Buyer. All all fees relating to any filing with any Governmental Body required for transfer and conveyance of the Business, the Station or the Purchased Assets hereunder, other than amounts (including Taxes) owing to any Governmental Body as of the date hereof or with respect to events occurring prior to the date hereof, shall be borne equally by Parent and Buyer equally. Seller, Option Party and Buyer shall cooperate in the preparation, execution and filing of all Tax Returns, questionnaires, applications or other documents regarding any such sales, use, documentary stamp or transfer Taxes and any similar Taxes that become payable as a direct result of the transactions contemplated hereby. (c) Parent or Buyer, as the case may be, shall provide reimbursement for any Tax paid by the other party all or a portion of which is the responsibility of Parent or Buyer, as the case may be, in accordance with the terms of this Section 6.1. Within a reasonable time prior to the payment of any said Tax, the party paying such Tax shall give notice to the other party of the Tax payable and the portion which is the liability of each party, although failure to do so will not relieve the other party from its liability hereunder. Buyer shall promptly notify Parent in writing upon receipt by Buyer or any of its Affiliates of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations or assessments which may materially affect the Tax liabilities for which Parent would be required to indemnify any Buyer Group Member pursuant to this Section 6.1. Parent shall have the sole right to control any Tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date, and to employ counsel of its choice at its expense. In the SBS Entitiescase of any Straddle Period, Parent shall be entitled to participate at its expense in any Tax audit or administrative or court proceeding relating in whole or in part to Taxes attributable to the portion of such Straddle Period ending on the Closing Date and, with the written consent of Buyer, and at Parent’s sole expense, may assume the entire control of such audit or proceeding. Neither Buyer nor any of its Affiliates may settle any Tax claim for any taxable year or period ending on or prior to the Closing Date (or for the portion of any Straddle Period ending on the Closing Date) which may be the subject of indemnification by Parent under this Section 6.1 without the prior written consent of Parent, which consent may be withheld in the sole discretion of Parent. (d) Buyer acknowledges that each Seller intends that the transactions contemplated by this Agreement qualify as a part of a tax-deferred, like-kind exchange under Section 1031 of the Code. Buyer and each Buyer Group Member acknowledge that each Seller, as it is to receive the cash consideration under this Agreement as part of the Purchase Price, may wish to transfer a portion or all of its respective Purchased Assets as part of a tax-deferred, like-kind exchange as provided under Section 1031 of the Code. Buyer and each Buyer Group Member agree to permit each Seller or one of their Affiliates to use a “qualified intermediary” for this transaction as that term is used in Treasury Regulations Section 1.1031(k)-1(g)(4) and/or an “exchange accommodation titleholder” under IRS Revenue Procedure 2000-37, and otherwise to cooperate with each Seller and their respective Affiliates to structure the sale as a like-kind exchange, provided that none of Buyer or Buyer Group Members will be required to incur any obligation, liability or expense with respect to any such exchanges.

Taxes; Sales, Use and Transfer Taxes. (a) The Equity Entities shall pay after the Closing when due all Taxes for taxable periods ending on or prior to the Closing Date and for Pre-Closing Straddle Periods that have given rise to, or will give rise to an Encumbrance on the Purchased Assets in the hands of Buyer after the Closing Date. Notwithstanding the foregoing, no payments shall be required to be made for Taxes pursuant to the preceding sentence to the extent such Taxes are to be prorated pursuant to Section 2.11 of this Agreement. For purposes of this Agreement, in the case of Taxes that are payable with respect to a Straddle Period, the portion of such Tax allocable to the Pre-Closing Straddle Period shall (a) in the case of any Taxes based on the value of property, such as property or ad valorem Tax, be deemed to be the amount of such Tax for the entire period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and the denominator of which is the number of days in the Straddle Period and (b) in the case of any other Tax, such as income, sales or gross receipts, be deemed to equal the amount that would be payable if the taxable year ended as of the end of the Closing Date. (b) Subject to the other provisions of this Section 6.1, Buyer shall notify the Equity Entities of any Tax obligation to be paid pursuant to Section 6.1(a) within a reasonable time prior to the date such payment is due and the Equity Entities shall wire transfer funds to Buyer for value no later than two (2) days before such payments are due. (c) To the extent that the amount of any adjustment made to the Purchase Price in favor of Buyer pursuant to Section 2.11 in respect of any Tax exceeds the amount actually payable with respect to the period covered by such calculation, Buyer shall promptly reimburse the SBS Equity Entities for the full amount of such excess. (bd) Buyer and the SBS Equity Entities shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of any Tax Return related to the Station Stations or the Purchased Assets and any audit, litigation or other proceeding with respect to Taxes that relates to the Station Stations or the Purchased Assets. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which are reasonably relevant to the preparation of any Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (ce) Any sales, use or other transfer Taxes payable by reason of transfer and conveyance of the Business, the Station Stations or the Purchased Assets hereunder and any documentary stamp or transfer Taxes payable by reason of the real estate or interests therein included in the Purchased Assets shall be borne equally by Buyer and the SBS Entities, with each party responsible for one half of any such Taxes; provided that Buyer will reimburse the SBS Entities for Buyer's share of such Taxes paid by the SBS Equity Entities. Except as otherwise provided in Section 5.3, and the SBS Entities will reimburse the Buyer for the SBS Entities' share of such Taxes paid by the Buyer. All all fees relating to any filing with any Governmental Body required for transfer and conveyance of the Business, the Station Stations or the Purchased Assets hereunder, other than amounts (including Taxes) owing to any Governmental Body as of the date hereof or with respect to events occurring prior to the date hereof, hereunder shall be borne equally paid by Buyer and the SBS Equity Entities.

Taxes; Sales, Use and Transfer Taxes. (a) To the extent that the amount of any adjustment made Subject to the Purchase Price in favor of Buyer pursuant to Section 2.11 in respect of any Tax exceeds the amount actually payable with respect TBA, Tribune Denver shall be liable for and shall pay all Taxes (whether assessed or unassessed) applicable to the Business or the Purchased Assets, in each case attributable to periods (or portions thereof) ending on or prior to the Closing Date. Subject to the TBA, Optionee shall be liable for and shall pay all Taxes (whether assessed or unassessed) applicable to the Business, the Stations or the Purchased Assets, in each case attributable to periods (or portions thereof) beginning after the Closing Date. For purposes of this Section 7.1(a), any period covered by such calculationbeginning before and ending after the Closing Date shall be treated as two partial periods, Buyer shall promptly reimburse one ending on the SBS Entities for Closing Date and the full amount of such excessother beginning after the Closing Date. (b) Buyer and the SBS Entities shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of any Tax Return related to the Station or the Purchased Assets and any audit, litigation or other proceeding with respect to Taxes that relates to the Station or the Purchased Assets. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to the preparation of any Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (c) Any sales, use or other transfer Taxes payable by reason of transfer and conveyance of the Business, the Station Stations or the Purchased Assets hereunder and any documentary stamp or transfer Taxes payable by reason of the real estate or interests therein included in the Purchased Assets shall be borne equally paid one-half by Buyer Optionee and the SBS Entitiesone-half by Tribune Table of Contents Denver. Except as set forth in Section 6.3, with each party responsible for one half of any such Taxes; provided that Buyer will reimburse the SBS Entities for Buyer's share of such Taxes paid by the SBS Entities, and the SBS Entities will reimburse the Buyer for the SBS Entities' share of such Taxes paid by the Buyer. All all fees relating to any filing with any Governmental Body required for transfer and conveyance of the Business, the Station Stations or the Purchased Assets hereunder, other than amounts (including Taxes) owing to any Governmental Body as of the date hereof or with respect to events occurring prior to the date hereof, shall be borne equally paid one-half by Buyer Optionee and one-half by Tribune Denver. (c) Tribune Denver or Optionee, as the case may be, shall provide reimbursement for any Tax paid by the other party all or a portion of which is the responsibility of Tribune or Optionee, as the case may be, in accordance with the terms of this Section 7.1. Within a reasonable time prior to the payment of any said Tax, the party paying such Tax shall give notice to the other party of the Tax payable and the SBS Entitiesportion which is the liability of each party, although failure to do so will not relieve the other party from its liability hereunder.