Adjustments and Prorations. All revenues arising from the Station up -------------------------- until midnight on the Closing Date, and all expenses arising from the Station up until midnight on the Closing Date, including business and license fees (including any retroactive adjustments thereof), utility charges, real and personal property taxes and assessments levied against the Assets, property and equipment rentals, applicable copyright or other fees, sales and service charges, taxes (except for taxes arising from the transfer of the Assets hereunder), and similar prepaid and deferred items, shall be prorated between Buyer and Seller in accordance with the principle that Seller shall receive all revenues, and all refunds to Seller and deposits of Seller held by third parties, and shall be responsible for all expenses, costs and liabilities allocable to the conduct of the business or operations of the Station for the period prior to the Closing Date, and Buyer shall receive all revenues and shall be responsible for all expenses, costs and obligations allocable to the conduct of the business or operations of the Station on the Closing Date and for the period thereafter. Notwithstanding the foregoing, there shall be no adjustment for, and Seller shall remain solely liable with respect to, any Contracts not included in the Assumed Contracts, or any other obligation or liability not being assumed by Buyer in accordance with Section 2.5.
Adjustments and Prorations. The operations of the Stations and the income and expenses attributable thereto up to 12:01 A.M. on the day of the Closing shall, except as otherwise provided in this Agreement and in that local marketing agreement ("LMA") to be entered into between the parties in the form attached hereto as Exhibit 2 at the time the Effective Time, be for the account of the Sellers and thereafter shall be for the account of Buyer. Expenses such as power and utility charges, lease rents, property taxes according to year of payment, frequency discounts, annual license fees (if any), wages, commissions, payroll taxes, and other fringe benefits of employees of the Sellers who enter the employment of the Buyer, and similar deferred items shall be prorated between the Sellers and the Buyer. Prepaid deposits shall also be prorated between the Sellers and the Buyer. Employees' employment with the Sellers shall be terminated as of the Closing Date, and Buyer shall employ employees of its choice from and after said date upon terms acceptable to Buyer and such employees. Any prorations shall be made and paid insofar as feasible at the Closing, with a final settlement within ninety (90) days after the Closing.
Adjustments and Prorations. All items of income or expense arising from the ownership of the Property shall be prorated and adjusted as of the Closing Date unless otherwise specifically mentioned herein including, without limitation, the following:
Adjustments and Prorations. Sellers and Purchaser agree to prorate all non-delinquent real estate and personal property taxes and assessments on the Property as of the Proration Date based upon the most recent available tax bill for the Property, in accordance with the provisions set forth in this Paragraph 12.04, and there will be no adjustment for the actual tax bill for the Property upon its issuance by the applicable taxing authorities. The date used for prorations and adjustments hereunder (the “Proration Date”) is end of the day on the Closing Date, and accordingly Sellers will be deemed to own the Property (and will be entitled to any revenues and responsible for any expenses) for the entire day upon which the Closing occurs. Any apportionments or prorations not expressly described herein will be handled in accordance with the customary practice in the County and State. Sellers and Purchaser agree to prepare the closing statement reflecting the adjustments and prorations (the “Closing Statement”) prior to the Proration Date and deliver an executed counterpart of the Closing Statement to Escrow Agent on or before the Closing Date. Sellers will pay any net adjustment in favor of Purchaser in the form of a credit to the Purchase Price. Purchaser will pay any net adjustment in favor of Sellers in Cash Funds at Closing:
Adjustments and Prorations a) All revenues arising from the operation of any Station earned or accrued up until 11:59 p.m. on the day prior to the Closing Date, and all operating expenses arising therefrom incurred, accrued or payable up until such time, including operating expenses arising under the Assumed Contracts, tower rentals, business and license fees, utility charges, real and personal property taxes levied against the Assets, property and equipment rentals, applicable copyright or other fees, sales and service charges, other taxes, wages, salaries, vacation, and sick and employee compensation pay shall be prorated between Buyer and Seller in accordance with the principle that, subject to the terms of the LMA (hereinafter defined), (i) Seller shall receive all revenues, refunds and deposits of Seller held by third parties, and shall be responsible for all operating expenses incurred, payable or allocable to the conduct of the business and operations of any Station for the period ending at 11:59 p.m. on the day prior to the Closing Date and (ii) Buyer shall receive all revenues earned or accrued and shall be responsible for all operating expenses incurred, payable or allocable to the conduct of the business and operations of any Station for the period commencing on and continuing after the Closing Date. An adjustment of the Purchase Price and proration shall be made in favor of Buyer to the extent that Buyer assumes any liability under any Assumed Contract to refund (or to credit against payments otherwise due) any security deposit or similar prepayment paid to Seller by any lessee or other third party which is not otherwise credited to Buyer. Subject to Buyer's receipt of appropriate estoppel certificates, an adjustment of the Purchase Price and proration shall be made in favor of Seller to the extent that Seller has made (A) any security deposit under any Assumed Contract whether or not there is a proration under such Assumed Contract or (B) other prepayment under any Assumed Contract for which there is a proration, to the extent Buyer receives the post-Closing benefits associated with such prepayment. Subject to the terms of the LMA, Seller shall be liable for all the costs of employee compensation relating to a Station properly attributable to or accruable on account of service with the Seller through 11:59 p.m. on the date prior to the Closing Date, including (1) all taxes and related contributions, vacations and sick pay and (2) all group medical, dental or death benef...
Adjustments and Prorations. All taxes, including, without limitation, real estate taxes and personal property taxes, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses (but not including Seller's corporate overhead), and all other income, costs, and charges of every kind which in any manner relate to the operation of the Premises (but not including insurance premiums) shall be prorated to the Date of Closing. If the amount of said taxes or assessments is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer shall be responsible for all payments due after the Date of Closing of any assessments or notice of assessments made after the date of execution hereof for any public improvement, provided Buyer takes title hereunder. Any deposits on utilities paid by Seller and refunded by the utility company shall be returned to Seller. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Premises owned by Seller, if any, at no additional cost to Buyer.