Common use of Adjustments and Prorations Clause in Contracts

Adjustments and Prorations. The Purchase Price shall be decreased by the product of 17.37 times the amount, if any, by which Broadcast Cash Flow (as defined in Section 7.1(G)) of the Stations for the period of twelve consecutive calendar months ending immediately prior to the Closing Date is less than $1,900,000. The Purchase Price shall be increased or decreased as required to effectuate the proration of revenues and expenses as provided in this Section 2.4. All revenues arising from the Stations up until midnight on the day prior to the Closing Date, and all expenses arising from the Stations up until midnight on the day prior to 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, accrued employee benefits such as vacation time (but excluding sick leave, which shall not be prorated) for any employee of any of the Stations who becomes an employee of Buyer on the Closing Date, 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 in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations 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 in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations on the Closing Date and for the period thereafter. Buyer shall receive credit to the extent the value (as calculated in Seller's financial statements consistent with past practice) of any and all advertising time to be run following the Closing for which trade or barter consideration has been received by the Seller prior to the Closing exceeds Eighty Thousand Dollars ($80,000.00).

Adjustments and Prorations. The All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, 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, except that if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by 1 o'clock P.M., Boston time on the Date of Closing, all prorations shall be decreased made as of the following business day. Rents shall be prorated on an as-collected basis, with first rents collected after the Date of Closing credited toward current rent, if owed, and the balance to delinquencies. The Buyer shall receive credit for any post-closing unamortized rental concessions granted by Seller prior to the product date of 17.37 times this Agreement. Buyer shall use reasonable efforts to assist the amountSeller in collecting delinquent rent, but shall not be required to file an action for the delinquency. Buyer shall receive a credit for all security deposits set forth on Exhibit B. If the amount of said taxes, assessments, or rents 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 the payment 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 shall be returned to Seller. The foregoing provisions of this section shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the owner of the Premises, as landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Premises owned by Seller, if any, by which Broadcast Cash Flow (as defined in Section 7.1(G)) of the Stations for the period of twelve consecutive calendar months ending immediately prior at no additional cost to the Closing Date is less than $1,900,000. The Purchase Price shall be increased or decreased as required to effectuate the proration of revenues and expenses as provided in this Section 2.4. All revenues arising from the Stations up until midnight on the day prior to the Closing Date, and all expenses arising from the Stations up until midnight on the day prior to 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, accrued employee benefits such as vacation time (but excluding sick leave, which shall not be prorated) for any employee of any of the Stations who becomes an employee of Buyer on the Closing Date, 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 in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations 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 in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations on the Closing Date and for the period thereafter. Buyer shall receive credit to the extent the value (as calculated in Seller's financial statements consistent with past practice) of any and all advertising time to be run following the Closing for which trade or barter consideration has been received by the Seller prior to the Closing exceeds Eighty Thousand Dollars ($80,000.00)Buyer.

Adjustments and Prorations. The 10.1 All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to the operation of the Property (but not including insurance premiums) shall be prorated to the Date of Closing, except that if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon, E.S.T., on the Date of Closing, all prorations shall be decreased made as of the following business day. If the amount of said taxes, assessments, or rents 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 product amount of 17.37 times such abatement, less the amountreasonable 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 the payment of any assessments or notice of assessments made after the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect to security deposits, if any, made by which Broadcast Cash Flow (as defined tenants at the Property and actually received in Section 7.1(G)) of the Stations for the period of twelve consecutive calendar months ending immediately prior to the Closing Date is less than $1,900,000. The Purchase Price shall be increased or decreased as required to effectuate the proration of revenues and expenses as provided in this Section 2.4. All revenues arising from the Stations up until midnight on the day prior to the Closing Datehand by Seller, and all expenses arising from the Stations up until midnight on the day prior to 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, accrued employee benefits such as vacation time (but excluding sick leave, which shall not be prorated) for any employee of any of the Stations who becomes an employee of Buyer on the Closing Date, 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 in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations 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 in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations on the Closing Date and for the period thereafter. Buyer shall receive credit therefor. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this Section 10.1 shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the extent owner of the value (Property, as calculated in landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned by Seller's financial statements consistent with past practice) of any and all advertising time , if any, at no additional cost to be run following the Closing for which trade or barter consideration has been received by the Seller prior to the Closing exceeds Eighty Thousand Dollars ($80,000.00)Buyer.

Adjustments and Prorations. The 10.1 All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to the operation of the Property (but not including insurance premiums) shall be prorated to the Date of Closing, except that if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by 2:00 P.M., Boston, Massachusetts time, on the Date of Closing, all prorations shall be decreased made as of the following business day. If the amount of said taxes, assessments, or rents 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 product amount of 17.37 times such abatement, less the amountreasonable 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 the payment of any assessments or notice of assessments made after the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect to security deposits, if any, made by which Broadcast Cash Flow (as defined tenants at the Property and actually received in Section 7.1(G)) of the Stations for the period of twelve consecutive calendar months ending immediately prior to the Closing Date is less than $1,900,000. The Purchase Price shall be increased or decreased as required to effectuate the proration of revenues and expenses as provided in this Section 2.4. All revenues arising from the Stations up until midnight on the day prior to the Closing Datehand by Seller, and all expenses arising from the Stations up until midnight on the day prior to 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, accrued employee benefits such as vacation time (but excluding sick leave, which shall not be prorated) for any employee of any of the Stations who becomes an employee of Buyer on the Closing Date, 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 in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations 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 in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations on the Closing Date and for the period thereafter. Buyer shall receive credit therefor in the proration of rents. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this section shall not apply to any taxes, assessments, or other payments, which are directly payable by tenants under their leases. On the extent Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the value (as calculated in Property owned by Seller's financial statements consistent with past practice) of any and all advertising time , if any, at no additional cost to be run following the Closing for which trade or barter consideration has been received by the Seller prior to the Closing exceeds Eighty Thousand Dollars ($80,000.00)Buyer.

Adjustments and Prorations. The All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, 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, except that if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon, Eastern Standard Time, on the Date of Closing, all prorations shall be decreased made as of the following Business Day. All amounts collected by Buyer from tenants after the product Date of 17.37 times Closing shall be first applied to current rents and other amounts due from such tenant and then applied to delinquent rents and other amounts due from such tenant in inverse order of maturity. The amounts thus collected and applied which are applicable to periods prior to the amountDate of Closing shall be remitted to Seller. If the amount of said taxes, assessments, or rents 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 the payment of any assessments or notice of assessments made and due on and after the Date of Closing for any public improvement, provided Buyer takes title hereunder; Seller shall be responsible for payment of any assessments or notice of assessments made prior to the Date of Closing. With respect to security deposits, if any, made by which Broadcast Cash Flow tenants on the Premises (as defined required in Section 7.1(G)) of the Stations for the period of twelve consecutive calendar months ending immediately prior to the Closing Date is less than $1,900,000. The Purchase Price shall be increased Leases or decreased as required to effectuate the proration of revenues and expenses as provided in this Section 2.4. All revenues arising from the Stations up until midnight on the day prior to the Closing Date, and all expenses arising from the Stations up until midnight on the day prior to the Closing Date, including business and license fees (including any retroactive adjustments thereofotherwise), utility charges, real and personal property taxes and assessments levied against the Assets, accrued employee benefits such as vacation time (but excluding sick leave, which shall not be prorated) for any employee of any of the Stations who becomes an employee of Buyer on the Closing Date, 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 in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations 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 in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations on the Closing Date and for the period thereafter. Buyer shall receive credit therefor in the proration of rents. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this Section shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the extent owner of the value (Premises, as calculated in landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Premises owned by Seller's financial statements consistent with past practice) of any and all advertising time , if any, at no additional cost to be run following the Closing for which trade or barter consideration has been received by the Seller prior to the Closing exceeds Eighty Thousand Dollars ($80,000.00)Buyer.

Adjustments and Prorations. The 10.1 All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to the operation of the Property (but not including insurance premiums) shall be prorated to the Date of Closing, except that if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon, E.S.T., on the Date of Closing, all prorations shall be decreased made as of the following business day. If the amount of said taxes, assessments, or rents 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 product amount of 17.37 times such abatement, less the amountreasonable 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 the payment of any assessments or notice of assessments made after the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect to security deposits, if any, made by which Broadcast Cash Flow (as defined tenants at the Property and actually received in Section 7.1(G)) of the Stations for the period of twelve consecutive calendar months ending immediately prior to the Closing Date is less than $1,900,000. The Purchase Price shall be increased or decreased as required to effectuate the proration of revenues and expenses as provided in this Section 2.4. All revenues arising from the Stations up until midnight on the day prior to the Closing Datehand by Seller, and all expenses arising from the Stations up until midnight on the day prior to 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, accrued employee benefits such as vacation time (but excluding sick leave, which shall not be prorated) for any employee of any of the Stations who becomes an employee of Buyer on the Closing Date, 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 in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations 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 in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations on the Closing Date and for the period thereafter. Buyer shall receive credit therefor. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this Section 10.1 shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the extent owner of the value Property, as landlord, under their leases. All adjustments and prorations shall be approved by Buyer and Seller one (as calculated in Seller's financial statements consistent with past practice1) of any and all advertising time to be run following the Closing for which trade or barter consideration has been received by the Seller business day prior to Closing. On the Closing exceeds Eighty Thousand Dollars ($80,000.00)Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned by Seller, if any, at no additional cost to Buyer.

Adjustments and Prorations. The Purchase Price Seller shall be decreased by the product of 17.37 times the amount, if any, by which Broadcast Cash Flow (as defined in Section 7.1(G)) of the Stations pay for the period of twelve consecutive calendar months ending immediately prior to the Closing Date is less than $1,900,000. The Purchase Price shall be increased or decreased as required to effectuate the proration of revenues and expenses as provided in this Section 2.4. All revenues arising from the Stations up until midnight on the day prior to the Closing Date, and all expenses arising from the Stations up until midnight on the day prior to the Closing Date, including business and license fees utility services (including any retroactive adjustments thereof)sewer service charge, utility charges, real and personal property taxes and assessments levied against the Assets, accrued employee benefits such even if classified as vacation time (but excluding sick leave, which shall not be prorateda tax) for any employee of any of the Stations who becomes an employee of Buyer on the Closing Date, 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 connection 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 in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations Business for the period prior to the Closing Date, and Buyer Purchaser shall receive pay for such services thereafter. To the extent feasible, the parties will arrange to Exhibit (10) (t) have all revenues utility meters read as of the Closing Date, and final invoices issued to Seller based on such meter readings. For non-metered utilities, such as basic telephone service charges (exclusive of charges for long distance or other toll calls which shall be responsible for all expensesallocated based on the date of the call), costs a prorata adjustment shall be made as of the Closing Date, or as soon as practical thereafter, based on the actual number of days in the month in which Closing occurs. All real estate taxes levied by any state or local taxing authority shall be prorated and obligations allocable in accordance with generally accepted accounting principles adjusted to the conduct of Closing Date, with Seller to pay all amounts attributable to the business or operations of period prior to such date with Purchaser to pay all amounts attributable to subsequent periods. All such adjustments shall be based on the Stations assessments and tax rates as are applicable on the Closing Date Date. The adjustment shall be made on the basis of a 365-day year (unless the taxing period consists of some shorter period, in which case the actual number of days in the taxing period shall be used) and for the period thereafteractual number of days elapsed. Buyer Seller shall receive credit to pay any sales, transfer or similar taxes incurred in connection with the extent the value (transactions contemplated by this Agreement, as calculated in Seller's financial statements consistent with past practice) of any and all advertising time to be run following the Closing for which trade or barter consideration has been received imposed by the Seller prior State of Ohio or any political subdivision thereof. All personal property taxes shall be paid by the party owning the personal property on the assessment date. All other charges and fees incurred in the ordinary course of business customarily prorated and adjusted in similar transactions shall be prorated at Closing and thereafter assumed by Purchaser. In the event that accurate prorations and other adjustments cannot be made at Closing because current bills or statements are not obtainable (as, for example, utility bills), the parties shall prorate on the best available information, subject to adjustment upon receipt of the Closing exceeds Eighty Thousand Dollars ($80,000.00)final xxxx or statement.

Adjustments and Prorations. The Purchase Price shall be decreased by the product Adjustments or prorations of 17.37 times the amountall revenues, if any, by which Broadcast Cash Flow (-------------------------- expenses and liabilities of Seller as defined in Section 7.1(G)) of the Stations for Closing Date shall, pursuant to this Paragraph 5, insofar as feasible, be determined and paid on the period of twelve consecutive calendar months ending immediately Closing Date based upon Buyer's good faith calculation delivered to Seller ten (10) days prior to the Closing Date is less and reasonably approved by Seller, with final settlement and payment by the appropriate party occurring no later than $1,900,000. The Purchase Price shall be increased or decreased as required to effectuate the proration of revenues and expenses as provided in this Section 2.4. All revenues arising from the Stations up until midnight on the day prior to 60 days after the Closing Date, and all expenses arising from the Stations up until midnight on the day prior to 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, accrued employee benefits such as vacation time (but excluding sick leave, which shall not be prorated) for any employee of any . Buyer's determination of the Stations who becomes an employee amount of Buyer on the Closing Date, 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, adjustment under this Paragraph 5 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 made in accordance with generally accepted accounting principles principles, consistently applied. Within sixty (60) days after the Closing, Buyer shall submit to Seller its good faith determination of final adjustments or prorations. If Seller disagrees with the conduct determination made by Buyer of the business adjustments or operations prorations, Seller shall give prompt written notice thereof, but in no event later than 20 days after notice of Buyer's determination, specifying in reasonable detail the nature and extent of the Stations for disagreement. Buyer and Seller shall have a period of 30 days in which to resolve the period prior disagreement. If the parties are unable to resolve the Closing Datedisagreement within the 30-day period, the matter shall be submitted to Coopers & Lybrand L.L.P., an independent certified public accounting firm, whixx xxxxunting firm shall be directed to submit a final resolution within 30 days. The accounting firm's determination shall be binding on Buyer and Seller. Each party shall bear the fees and expenses of its own representatives, including its independent accountants, if any, and Buyer shall receive all revenues share equally the fees and shall expenses of Coopers & Lybrand, L.L.P., if engaged, to resolve any disagreement between the xxxxxxs. Within five business days following a final determination hereunder, the party obligated to make payment will make the payments determined to be responsible for all expenses, costs due and obligations allocable owing in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations on the Closing Date and for the period thereafter. Buyer shall receive credit to the extent the value (as calculated in Seller's financial statements consistent with past practice) of any and all advertising time to be run following the Closing for which trade or barter consideration has been received by the Seller prior to the Closing exceeds Eighty Thousand Dollars ($80,000.00)this Paragraph 5.

Adjustments and Prorations. The Purchase Price Seller shall pay (i) the fees of any counsel representing it in connection with this transaction, and (ii) one-half (1/2) of any escrow fee charged by the Title Company to hold the Xxxxxxx Money. Buyer shall pay all other closing costs, including, without limitation (i) any and all state and county transfer taxes, deed recording fees, documentary stamp taxes, property owners’ association transfer/resale assessments and other taxes and fees imposed on account of the recordation of the Deed and/or the transfer of the Property, (ii) the fees of any counsel representing Buyer in connection with this transaction, (iii) one-half (1/2) of any escrow fees charged by the Title Company, (iv) recording fees, (v) the premium for the Title Policy and Title Commitment costs, (vi) the cost of Buyer’s inspections of the Property and (vii) any costs associated with the Survey. Except as otherwise provided in the Agreement, all other costs and expenses incident to this transaction and the closing thereof shall be decreased paid by the product party incurring such costs. Except for assessments charged by a property owners’ association in connection with the transfer/sale of 17.37 times the amountProperty, if any, which are to be paid by which Broadcast Cash Flow Xxxxx, general, special, ad valorem, personal property and other property taxes and assessments imposed by any governmental authority and any association assessments, fees and dues (as defined in Section 7.1(G)collectively, the “Taxes”) of the Stations for the period of twelve consecutive then-current calendar months ending immediately year should be prorated. If the Closing Date occurs prior to the Closing Date is less than $1,900,000receipt by Seller of all tax bills for the calendar year, Buyer and Seller shall prorate Taxes for such calendar year based on the previous year and a post-closing “true-up” shall take place once all tax bills for the calendar year are received. The Purchase Price Buyer shall pay all increases in Taxes due to the change in ownership or use of the Property and the same shall not be prorated. All utility bills for the Property shall be increased or decreased as required to effectuate prorated. In the proration of revenues and expenses as provided in this Section 2.4. All revenues arising from the Stations up until midnight on the day prior to event Seller has not received utility bills through the Closing Date, and all expenses arising from the Stations up until midnight on the day prior to 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, accrued employee benefits such as vacation time (but excluding sick leave, which shall not be prorated) for any employee of any of the Stations who becomes an employee of Buyer on the Closing Date, 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, utilities 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 in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations 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 in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations based on the Closing Date most recent bills and for a post-closing “true-up” shall take place within ninety (90) days after the period thereafterClosing. Buyer shall receive credit pay to Seller all utility deposits paid by Seller with respect to the extent Property REPRESENTATIONS AND WARRANTIES: Seller shall only make representations regarding Seller’s authority to enter into the value (as calculated Agreement and Seller’s knowledge of environmental issues and pending claims and violations. Except for such representations and warranties by Seller and the limited warranty contained in Seller's financial statements consistent with past practice) the deed to be provided by Seller at Closing, Buyer will take the Property at Closing on an “As- Is” and “Where Is” basis without representation, covenant, or warranty of any and all advertising time to be run following the Closing for which trade or barter consideration has been received by the Seller prior kind (whether express, implied, or, to the Closing exceeds Eighty Thousand Dollars ($80,000.00)maximum extent permitted by applicable law, statutory) by Seller.

Adjustments and Prorations. The Purchase Price shall be decreased by the product of 17.37 times the amount, if any, by which Broadcast Cash Flow (as defined in Section 7.1(G)a) of the Stations for the period of twelve consecutive calendar months ending immediately prior to the Closing Date is less than $1,900,000. The Purchase Price shall be increased or decreased as required to effectuate the proration of revenues and expenses as provided in this Section 2.4. All revenues of Seller arising from the Stations operation of the Station earned or accrued up until midnight 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 from under the Stations up until midnight on the day prior Assumed Contracts, tower rentals (other than rental payments with respect to the Closing DateStation's tower at 000 Xxxxx Xxxxxx, including Houston, Texas), business and license fees (including any retroactive adjustments thereof)fees, utility charges, real and personal property taxes and assessments Taxes levied against the Assets, accrued employee benefits such as vacation time (but excluding sick leave, which shall not be prorated) for any employee of any of the Stations who becomes an employee of Buyer on the Closing Date, 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)other Taxes, wages, salaries, vacation, sick leave, personal days, commissions and other employee compensation pay, music license fees and similar prepaid and deferred items, shall be prorated between Buyer and Seller in accordance with the principle that (i) Seller shall receive all revenues, and all refunds to Seller and deposits of Seller held by third parties, and shall be responsible for all expensesoperating expenses incurred, costs and liabilities payable or allocable in accordance with generally accepted accounting principles to the conduct of the business or and operations of the Stations 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 the 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 Contracts for which there is a proration. Seller shall be liable for all of the costs of employee compensation relating to the 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 Buyer shall receive related contributions, vacations and sick pay and (2) all revenues and shall be responsible group medical, dental or death benefits for all expensesexpenses incurred, costs and obligations allocable in accordance with generally accepted accounting principles related to the conduct of the business or operations of the Stations arising from, events occurring on or prior to 11:59 p.m. on the Closing Date and for the period thereafter. Buyer shall receive credit to the extent the value (as calculated in Seller's financial statements consistent with past practice) of any and all advertising time to be run following the Closing for which trade or barter consideration has been received by the Seller date prior to the Closing exceeds Eighty Thousand Dollars Date, or death or disability occurring on or prior to 11:59 p.m. on the date prior to the Closing Date, whether reported by the Closing Date or thereafter; Buyer will be liable for all of the costs of employee compensation ($80,000.00including the types of costs referred to in clauses (1) and (2) above) relating to the Station, properly attributable or accruable thereafter on account of service with Buyer. Except as provided in Section 2.5(b), Trade Deals shall not be adjusted or prorated.

Adjustments and Prorations. The All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all salaries and wages, all operating costs and expenses, 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, except that if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by 1 o'clock P.M., Boston time, on the Date of Closing, all prorations shall be decreased made as of the following business day. Seller shall be entitled to 3 all delinquent rents, without adjustment or appointment, irrespective of which party collects the same in the first instance, and Buyer shall pay any such delinquent rents to Seller forthwith upon receipt. If the amount of said taxes, assessments, or rents 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 product amount of 17.37 times such abatement, less the amountreasonable 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 the payment of any assessments or notice of assessments made after the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect to security deposits, if any, made by which Broadcast Cash Flow (as defined in Section 7.1(G)) of the Stations for the period of twelve consecutive calendar months ending immediately prior to the Closing Date is less than $1,900,000. The Purchase Price shall be increased or decreased as required to effectuate the proration of revenues and expenses as provided in this Section 2.4. All revenues arising from the Stations up until midnight tenants on the day prior to the Closing DatePremises and actually received in hand by Seller, and all expenses arising from the Stations up until midnight on the day prior to 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, accrued employee benefits such as vacation time (but excluding sick leave, which shall not be prorated) for any employee of any of the Stations who becomes an employee of Buyer on the Closing Date, 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 in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations 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 in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations on the Closing Date and for the period thereafter. Buyer shall receive credit therefor in the proration of rents. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this section shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the extent owner of the value (Premises, as calculated in landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Premises owned by Seller's financial statements consistent with past practice) of any and all advertising time , if any, at no additional cost to be run following the Closing for which trade or barter consideration has been received by the Seller prior to the Closing exceeds Eighty Thousand Dollars ($80,000.00)Buyer.

Adjustments and Prorations. The All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other rents, income, costs, and charges of every kind which in any manner relate to the ownership of the Property (but not including insurance premiums) shall be prorated to the Date of Closing, except that, if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) on the Date of Closing, all prorations shall be decreased made as of the following business day. If the amount of said taxes, assessments, or rents 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 product amount of 17.37 times such abatement, less the amountreasonable 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 the payment of any assessments or notice of assessments made after the date of Date of Closing hereof for any public improvement, provided Buyer takes title hereunder. With respect to security deposits, if any, made by tenants at the Property and actually received in hand by Seller, Buyer shall receive credit therefore. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this Section 8 shall not apply to any taxes, assessments, or other payments, which Broadcast Cash Flow are directly payable by tenants under 10 their leases (as defined in Section 7.1(G)if any) or reimbursable by such tenants to the owner of the Stations for Property, as landlord, under their leases (if any). On the period Date of twelve consecutive calendar months ending immediately prior to the Closing Date is less than $1,900,000. The Purchase Price shall be increased or decreased as required to effectuate the proration of revenues and expenses as provided in this Section 2.4. All revenues arising from the Stations up until midnight on the day prior to the Closing DateClosing, and all expenses arising from the Stations up until midnight on the day prior to 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, accrued employee benefits such as vacation time (but excluding sick leave, which shall not be prorated) for any employee of any of the Stations who becomes an employee of Buyer on the Closing Date, 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 deliver to Buyer all revenuesinventories of supplies on hand at the Property owned by Seller, and all refunds if any, at no additional cost to Buyer. Seller and deposits of Seller held by third parties, and shall be responsible for and discharge as and when due all expenses, costs and liabilities allocable in accordance with generally accepted accounting principles obligations related to the conduct of the business Property which had accrued at or operations of the Stations 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 in accordance with generally accepted accounting principles to the conduct Date of the business or operations of the Stations on the Closing Date and for the period thereafter. Buyer shall receive credit to the extent the value (as calculated in Seller's financial statements consistent with past practice) of any and all advertising time to be run following the Closing for which trade or barter consideration has been received by the Seller prior to the Closing exceeds Eighty Thousand Dollars ($80,000.00)Closing.

Adjustments and Prorations. The All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other rents, income, costs, and charges of every kind which in any manner relate to the ownership of the Property (but not including insurance premiums) shall be prorated to the Date of Closing, except that, if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) on the Date of Closing, all prorations shall be decreased made as of the following business day. If the amount of said taxes, assessments, or rents 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 product amount of 17.37 times such abatement, less the amountreasonable 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 the payment of any assessments or notice of assessments made after the date of Date of Closing hereof for any public improvement, provided Buyer takes title hereunder. With respect to security deposits, if any, made by tenants at the Property and actually received in hand by Seller, Buyer shall receive credit therefore. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this Section 8 shall not apply to any taxes, assessments, or other payments, which Broadcast Cash Flow are directly payable by tenants under 45 their leases (as defined in Section 7.1(G)if any) or reimbursable by such tenants to the owner of the Stations for Property, as landlord, under their leases (if any). On the period Date of twelve consecutive calendar months ending immediately prior to the Closing Date is less than $1,900,000. The Purchase Price shall be increased or decreased as required to effectuate the proration of revenues and expenses as provided in this Section 2.4. All revenues arising from the Stations up until midnight on the day prior to the Closing DateClosing, and all expenses arising from the Stations up until midnight on the day prior to 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, accrued employee benefits such as vacation time (but excluding sick leave, which shall not be prorated) for any employee of any of the Stations who becomes an employee of Buyer on the Closing Date, 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 deliver to Buyer all revenuesinventories of supplies on hand at the Property owned by Seller, and all refunds if any, at no additional cost to Buyer. Seller and deposits of Seller held by third parties, and shall be responsible for and discharge as and when due all expenses, costs and liabilities allocable in accordance with generally accepted accounting principles obligations related to the conduct of the business Property which had accrued at or operations of the Stations 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 in accordance with generally accepted accounting principles to the conduct Date of the business or operations of the Stations on the Closing Date and for the period thereafter. Buyer shall receive credit to the extent the value (as calculated in Seller's financial statements consistent with past practice) of any and all advertising time to be run following the Closing for which trade or barter consideration has been received by the Seller prior to the Closing exceeds Eighty Thousand Dollars ($80,000.00)Closing.

Adjustments and Prorations. The Purchase Price shall be decreased by the product of 17.37 times the amount, if any, by which Broadcast Cash Flow (as defined in Section 7.1(G)a) of the Stations for the period of twelve consecutive calendar months ending immediately prior to the Closing Date is less than $1,900,000. The Purchase Price shall be increased or decreased as required to effectuate the proration of revenues and expenses as provided in this Section 2.4. All revenues arising from the Stations up operation of the Business and the ownership of the Assets, earned or accrued until midnight on the day prior to the Closing Date or any Subsequent Closing Date, in the case of Additional Assets being transferred at such Subsequent Closing Date, and all expenses expenses, costs or liabilities, arising from the Stations therefrom incurred, accrued or payable up until midnight on the day prior to the Closing Datesuch time including, including business and license fees (including any retroactive adjustments thereof)without limitation, business, license, utility charges, real and personal property taxes Taxes and assessments levied against the Assets, accrued employee benefits such as vacation time (but excluding sick leave, which shall not be prorated) for any employee of any of the Stations who becomes an employee of Buyer on the Closing Date, property and equipment rentals, applicable copyright or other fees, sales and service chargescharges and Taxes (other than income Taxes, taxes (except which shall be Seller's sole responsibility for taxes all Taxable periods ending prior to the Closing Date or any Subsequent Closing Date, in the case of Additional Assets being transferred at such Subsequent Closing Date, and those Taxes arising from the sale and transfer of the Assets hereunder)Assets, which, in the case of transfer and other similar prepaid and deferred items, Taxes shall be paid as set forth in Section 5.8) ----------- shall be prorated between Buyer and Seller in accordance with the principle that that: (i) Seller shall receive all revenues, and all refunds to Seller and deposits (to the extent such refunds or deposits can be released or refunded) of Seller held by third parties, and shall be responsible for all expenses, costs and liabilities incurred, payable or allocable in accordance with generally accepted accounting principles to the conduct operation of the business or operations of the Stations Business for the period prior to the Closing Date or any Subsequent Closing Date, in the case of Additional Assets being transferred at such Subsequent Closing Date and (ii) Buyer shall receive all revenues earned or accrued, and shall be responsible for all expenses, costs and obligations liabilities incurred, payable or allocable in accordance with generally accepted accounting principles to the conduct operation of the business or operations of Business for the Stations period commencing on and continuing after the Closing Date or any Subsequent Closing Date, in the case of Additional Assets being transferred at such Subsequent Closing Date (provided, however, that Buyer -------- ------- shall have no responsibility for any wages, salaries, vacation, sick pay or other similar expenses of any employee of Seller, it being understood that Buyer is not the successor employer of any of Seller's employees). Notwithstanding the foregoing, Seller hereby acknowledges and for the period thereafter. agrees that Buyer shall have all rights to receive credit to each of the extent the value (as calculated in Seller's financial statements consistent with past practicedeposits listed on Schedule 2.6(a) of any and all advertising time to be run following the Closing for which trade or barter consideration has been received by the Seller prior to the Closing exceeds Eighty Thousand Dollars ($80,000.00).hereto. ---------------

Adjustments and Prorations. The 9.1 All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to the operation of the Property (but not including insurance premiums) shall be prorated to the Date of Closing, except that if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by 2:00 p.m., E.S.T., on the Date of Closing, all prorations shall be decreased made as of the following business day. If the amount of said taxes, assessments, or rents 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 product amount of 17.37 times such abatement, less the amountreasonable 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 the payment of any assessments or notice of assessments made after the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect to security deposits, if any, made by which Broadcast Cash Flow (as defined tenants at the Property and actually received in Section 7.1(G)) of the Stations for the period of twelve consecutive calendar months ending immediately prior to the Closing Date is less than $1,900,000. The Purchase Price shall be increased or decreased as required to effectuate the proration of revenues and expenses as provided in this Section 2.4. All revenues arising from the Stations up until midnight on the day prior to the Closing Datehand by Seller, and all expenses arising from the Stations up until midnight on the day prior to 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, accrued employee benefits such as vacation time (but excluding sick leave, which shall not be prorated) for any employee of any of the Stations who becomes an employee of Buyer on the Closing Date, 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 in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations 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 in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations on the Closing Date and for the period thereafter. Buyer shall receive credit therefor. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this Section 10.1 shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the extent owner of the value (Property, as calculated in landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies o hand at the Property owned by Seller's financial statements consistent with past practice) of any and all advertising time , if any, at no additional cost to be run following the Closing for which trade or barter consideration has been received by the Seller prior to the Closing exceeds Eighty Thousand Dollars ($80,000.00)Buyer.

Adjustments and Prorations. The All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, 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, except that if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon, Boston time, on the Date of Closing, all prorations shall be decreased made as of the following business day. Seller shall be entitled to all delinquent rents, without adjustment or appointment, irrespective of which party collects the same in the first instance, and Buyer shall pay any such delinquent rents to Seller forthwith upon receipt. If the amount of said taxes, assessments, or rents 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 product amount of 17.37 times such abatement, less the amountreasonable 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 the payment of any assessments or notice of assessments made after the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect to security deposits, if any, made by which Broadcast Cash Flow (as defined in Section 7.1(G)) of the Stations for the period of twelve consecutive calendar months ending immediately prior to the Closing Date is less than $1,900,000. The Purchase Price shall be increased or decreased as required to effectuate the proration of revenues and expenses as provided in this Section 2.4. All revenues arising from the Stations up until midnight tenants on the day prior to the Closing DatePremises and actually received in hand by Seller, and all expenses arising from the Stations up until midnight on the day prior to 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, accrued employee benefits such as vacation time (but excluding sick leave, which shall not be prorated) for any employee of any of the Stations who becomes an employee of Buyer on the Closing Date, 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 in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations 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 in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations on the Closing Date and for the period thereafter. Buyer shall receive credit therefor in the proration of rents. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this section shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the extent owner of the value (Premises, as calculated in landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Premises owned by Seller's financial statements consistent with past practice) of any and all advertising time , if any, at no additional cost to be run following the Closing for which trade or barter consideration has been received by the Seller prior to the Closing exceeds Eighty Thousand Dollars ($80,000.00)Buyer.

Adjustments and Prorations. The All real estate taxes for the then current fiscal period, monthly rent, security deposits, utilities (if not terminated as of the Closing) and water and sewer use charges shall be prorated and fuel value shall be adjusted as of the Date of Closing and the net amount thereof shall be added to or deducted from, as the case may be, the Purchase Price payable by the Buyer at the time of delivery of the deed. Notwithstanding anything herein to the contrary, no proration shall be decreased by the product of 17.37 times the amount, if any, by which Broadcast Cash Flow (made for rents delinquent as defined in Section 7.1(G)) of the Stations Closing Date (the “Delinquent Rents”). Buyer shall make a good faith attempt (but Buyer shall not be required to institute suit or collection procedures) to collect the Delinquent Rents. Sellers hereby waive their rights to bring suit against tenants to collect Delinquent Rents. Amounts collected by Buyer from any tenant showing Delinquent Rents shall be applied first to current rents owed by such tenant and then to Delinquent Rents. Any such amounts applicable to Delinquent Rents received by Buyer shall be forwarded to the applicable Seller within five (5) business days. If the amount of said taxes is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the period 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 twelve consecutive calendar months ending immediately 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. All portions of any special taxes or assessments assessed prior to the Date of Closing Date is less than $1,900,000. The Purchase Price shall be increased or decreased as required to effectuate the proration of revenues which are due and expenses as provided in this Section 2.4. All revenues arising from the Stations up until midnight on the day payable prior to the Date of Closing Date, shall be paid by Sellers and all expenses arising from the Stations up until midnight on the day prior to the Closing Date, including business and license fees (including those portions of any retroactive adjustments thereof), utility charges, real and personal property such special taxes and assessments levied against due and payable after the Assets, accrued employee benefits such as vacation time (but excluding sick leave, which shall not be prorated) for any employee Date of any of the Stations who becomes an employee of Buyer on the Closing Date, 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 paid by third parties, and shall be responsible for all expenses, costs and liabilities allocable in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations 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 in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations on the Closing Date and for the period thereafter. Buyer shall receive credit to the extent the value (as calculated in Seller's financial statements consistent with past practice) of any and all advertising time to be run following the Closing for which trade or barter consideration has been received by the Seller prior to the Closing exceeds Eighty Thousand Dollars ($80,000.00)Buyer.

Adjustments and Prorations. The Purchase Price shall be decreased by the product of 17.37 times the amountAll taxes, if anyincluding, by which Broadcast Cash Flow (as defined in Section 7.1(G)) of the Stations without limitation, real estate taxes and personal property taxes, charges for the period of twelve consecutive calendar months ending immediately prior to the Closing Date is less than $1,900,000. The Purchase Price shall be increased or decreased as required to effectuate the proration of revenues utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses as provided in this Section 2.4. All revenues arising from the Stations up until midnight on the day prior to the Closing Date(but not including Seller's corporate overhead), and all expenses arising from other income, costs, and charges of every kind which in any manner relate to the Stations up until midnight 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 day prior to Date of Closing, they shall be apportioned on the Closing Datebasis of the amounts for the preceding year, including business and license fees (including any retroactive adjustments thereof), utility charges, real and personal property with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments levied against shall thereafter be reduced by abatement, the Assetsamount of such abatement, accrued employee benefits such as vacation time (but excluding sick leave, which shall not be prorated) for any employee less the reasonable cost of any of obtaining the Stations who becomes an employee of Buyer on the Closing Date, 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 itemssame, shall be prorated apportioned 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 provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer shall be responsible for all expensespayments due after the Date of Closing of any assessments or notice of assessments made after the date of execution hereof for any public improvement, costs provided Buyer takes title hereunder. Any deposits on utilities paid by Seller and liabilities allocable in accordance with generally accepted accounting principles to refunded by the conduct of the business or operations of the Stations for the period prior to the Closing Date, and Buyer shall receive all revenues and utility company shall be responsible for returned to Seller. On the Date of Closing, Seller shall deliver to Buyer all expensesinventories of supplies on hand at the Premises owned by Seller, costs and obligations allocable in accordance with generally accepted accounting principles if any, at no additional cost to the conduct of the business or operations of the Stations on the Closing Date and for the period thereafter. Buyer shall receive credit to the extent the value (as calculated in Seller's financial statements consistent with past practice) of any and all advertising time to be run following the Closing for which trade or barter consideration has been received by the Seller prior to the Closing exceeds Eighty Thousand Dollars ($80,000.00)Buyer.

Adjustments and Prorations. The Purchase Price shall be decreased by the product of 17.37 times the amount, if any, by which Broadcast Cash Flow (as defined in Section 7.1(G)a) of the Stations for the period of twelve consecutive calendar months ending immediately prior to the Closing Date is less than $1,900,000. The Purchase Price shall be increased or decreased as required to effectuate the proration of All revenues and expenses as provided in this Section 2.4. All revenues of Seller arising from the Stations up until midnight on operation of the day prior to Agency, including, without limitation, those arising under the Closing DateAssumed Contracts, and all expenses arising from the Stations up until midnight on the day prior to the Closing Date, including business and license fees (including any retroactive adjustments thereof)fees, utility charges, real and personal property taxes and assessments levied against the Assets, accrued employee benefits such as vacation time (but excluding sick leave, which shall not be prorated) for any employee of any of the Stations who becomes an employee of Buyer on the Closing Date, property and equipment rentals, applicable copyright or other fees, sales and service charges, taxes other taxes, wages, salaries, vacation and sick leave (except for taxes arising from the transfer of the Assets hereunderif any, in accordance with Seller’s payroll policies and benefit plans), personal days (if any, in accordance with Seller’s payroll policies and benefit plans), commissions and other employee compensation pay, and similar prepaid and deferred items, shall be prorated between Buyer and Seller Seller, and an appropriate adjustment to the Purchase Price shall be made, in accordance with the principle that that, except as otherwise expressly set forth in this Agreement, (i) 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 in accordance with generally accepted accounting principles relating to the conduct of the business or and operations of the Stations Agency for the period ending at 11:59 p.m. on the day prior to the Closing Date, and (ii) Buyer shall receive all revenues revenues, and shall be responsible for all expenses, costs and obligations allocable in accordance with generally accepted accounting principles relating to the conduct business and operations of the Agency thereafter. An adjustment of the Purchase Price 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 shall be made in favor of Seller to the extent that Seller has made (A) any security deposit or similar prepayment under any Assumed Contract regardless of the period to which such deposit may be prorated or (B) any other payment under any Assumed Contract relating to the period beginning on the Closing Date, to the extent that Buyer receives the post-Closing benefits associated with such prepayment. Seller shall be liable for all the costs of employee compensation or other benefits relating to the business or operations of the Stations Agency attributable to 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 (if any, in accordance with Seller’s payroll policies and dental plans) or death benefits for expenses incurred, related to or arising from events occurring on or prior to 11:59 p.m. on the date prior to the Closing Date, or death or disability occurring on or prior to 11:59 p.m. on the date prior to the Closing Date, whether reported by the Closing Date and for the period or thereafter. Buyer shall receive credit be liable for all of the costs of employee compensation and other benefits (including the types of costs referred to in clauses (1) and (2) above) relating to the extent business or operations of the value (as calculated in Seller's financial statements consistent Agency attributable to service with past practice) of any Buyer on and all advertising time to be run following after the Closing for which trade or barter consideration has been received by the Seller prior to the Closing exceeds Eighty Thousand Dollars ($80,000.00)Date.

Adjustments and Prorations. The Purchase Price Adjustments and prorations with respect to the Property shall be decreased by computed and determined between the product parties as of 17.37 times the amount, if any, by which Broadcast Cash Flow (as defined in Section 7.1(G)) of the Stations for the period of twelve consecutive calendar months ending immediately prior to 12:01 a.m. on the Closing Date is less than $1,900,000. The Purchase Price as follows: 17 (a) General real estate taxes, special assessments and personal property taxes shall be increased prorated as of the Closing Date based on the then current taxes (if known, based on final tax bills for such period, and if not known, based on the most recent ascertainable taxes) and the special assessments due and owing prior to Closing, and Seller or decreased Purchaser shall receive a credit at Closing, as required to effectuate appropriate. Without affecting the proration of revenues and expenses as provided obligations set forth in this Section 2.4. All revenues arising from 13, the Stations up until midnight on the day prior to the Closing Date, and all expenses arising from the Stations up until midnight on the day prior to the Closing Date, including business and license fees (including any retroactive adjustments thereof), utility charges, prorations for real and personal property taxes shall be equitably prorated on a “net” basis (i.e., adjusted for all tenants’ liabilities and payments of additional rent under the Leases for proportionate share of taxes and assessments levied against if any, for such items). If final taxes or special assessments are not known as of the AssetsClosing, accrued employee benefits the parties agree to reprorate when such as vacation time amounts become known. (but excluding sick leaveb) All rents and other sums receivable from tenants of the Property, which shall not be prorated) for any employee of any of the Stations who becomes an employee of Buyer on the Closing Date, property were earned 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 attributable to Seller and deposits of Seller held by third parties, and shall be responsible for all expenses, costs and liabilities allocable in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations for the period prior to the Closing Date, and Buyer shall receive all revenues and shall will be responsible for all expenses, costs and obligations allocable in accordance with generally accepted accounting principles credited to Seller to the conduct of extent that such rents have been collected on or before the business or operations of Closing Date. Rents earned and attributable to the Stations period beginning on the Closing Date and for the period thereafter. Buyer shall receive credit thereafter will be paid to the extent Company by the value tenants, or credited to Purchaser at Closing (as calculated in Seller's financial statements consistent with past practice) of any and all advertising time to be run following the Closing for which trade or barter consideration has been if such rents are received by the Seller Company prior to the Closing exceeds Eighty Thousand Dollars Date). All payments from tenants, on account of rent or otherwise, received by Seller on behalf of the Company after the Closing Date, whether attributable to the period prior to or after the Closing Date, shall be deemed to be held in trust by Seller for Purchaser and shall be promptly delivered to Purchaser by Seller for application as provided in this Section 13. All payments from tenants, on account of rent or otherwise, received after the Closing Date by the Company or by Purchaser on behalf of the Company and all amounts received from Seller by Purchaser pursuant to the immediately preceding sentence, shall be applied first to rent or other sums then due under the Leases attributable to the month in which the Closing Date occurs, then to the period after the Closing Date on account of rents earned and attributable to such period, and then to Seller on account of rents which were earned and attributable to the period prior to the Closing Date. Any customary out-of-pocket costs incurred by Purchaser in collection of delinquent rentals shall be deducted by Purchaser prior to the payment to Seller on account of delinquent rentals as provided herein. Purchaser shall cause the Company to xxxx tenants for delinquent rentals, but need not initiate legal proceedings. Seller shall have the right to contact tenants to request payment of delinquent rentals after the Closing Date and institute legal proceedings to collect such delinquent rentals, but shall have no right to evict any tenant. Any such enforcement or collection efforts by Seller shall be at Seller’s sole expense. ($80,000.00)c) On the Closing Date, Seller shall either (i) deliver to the Company if not already held by it, in cash, or (ii) receive as a credit against the Purchase Price, an amount equal to all cash security deposits made by tenants occupying the Property which were paid to the Company by such tenants and which shall not have been applied by the Company or otherwise pursuant to the Leases, together with interest owing thereon pursuant to the applicable Lease, if any, and together with a listing (certified as true and correct by Seller) of the tenants to which such deposits and interest are owing. (d) All amounts payable, owing or incurred in connection with the Property under the Contracts to be retained by the Company shall be prorated as of the Closing Date. 18 (e) All utility deposits, if any, may be withdrawn by and refunded to Seller, and Purchaser shall make replacement deposits on behalf of the Company for utilities as may be required by the respective utilities involved. (f) All utility charges that are not separately metered to tenants shall be prorated to the Closing Date and Seller shall obtain a final billing therefor and pay any amounts owing therein for the period prior to the Closing Date and Purchaser shall pay any amounts owing for the period on and after the Closing Date. To the extent that utility bills cannot be handled in the foregoing manner, they shall be prorated as of the Closing Date based on the most recent bills available and reprorated when such final bills become known. (g) Purchaser shall pay all leasing commissions and tenant improvement costs payable with respect to Leases (other than for any Required Lease) approved by Purchaser and entered into after the date of this Agreement in accordance with the terms of Section 19(b) of this Agreement. If Seller has paid or caused the Company to pay such amounts prior to the Closing Date, Purchaser shall reimburse Seller for such payments at Closing. Seller shall pay all other leasing commissions and tenant improvement costs payable with respect to all other Leases except those referenced in the preceding sentence. (h) Seller and Purchaser agree that as soon as reasonably possible after the close of the calendar year of the Closing, the parties shall undertake a final master reconciliation of CAM, taxes and other pass-throughs and additional rent (including without limitation, percentage rent) with respect to the Leases and the Property. Such reconciliation shall be final. For purposes hereof, Seller and Purchaser shall each prepare tenant reconciliations for their respective applicable periods of ownership of the Interests. Purchaser shall transmit such information to the tenants. (i) Unless provided otherwise hereinabove, such other items as are customarily prorated in a purchase and sale of the type contemplated hereunder shall be prorated as of the Closing Date. (j) All wages, salaries and benefits of retained Employees, if any, shall be apportioned between Purchaser and Seller. (k) Notwithstanding anything in this Section 13 to the contrary, if any tenant under a Lease is obligated to pay any prorated item directly to the entity imposing same, such portion of the prorated item shall not be apportioned between Seller and Purchaser. If any item of income or expense set forth in this Section 13 is subject to final adjustment after Closing, then Seller and Purchaser shall make, and each shall be entitled to, an appropriate reproration to each such item promptly when accurate information becomes available, but in any event prior to one (1) year from the date of Closing. Any such reproration shall be paid promptly in cash to the party entitled thereto. (l) All insurance policies and Seller’s property manager’s management agreement and listing agreement (if any) shall be terminated as of the Closing Date and there shall be no proration with respect to these items. 19 (m) Each of the provisions of this Section 13 shall survive the Closing until the later of (i) one (1) year from the date of Closing or (ii) with respect to real estate taxes three (3) months after the issuance of the final tax bills for the year in which the Closing occurs.

Adjustments and Prorations. The 10.1 All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to the operation of the Property (but not including insurance premiums) shall be prorated to the Date of Closing, except that if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by 2:00, EST, on the Date of Closing, all prorations shall be decreased made as of the following business day. If the amount of said taxes, assessments, or rents 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 product amount of 17.37 times such abatement, less the amountreasonable 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 the payment of any assessments or notice of assessments made after the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect to security deposits, if any, made by which Broadcast Cash Flow (as defined tenants at the Property and actually received in Section 7.1(G)) of the Stations for the period of twelve consecutive calendar months ending immediately prior to the Closing Date is less than $1,900,000. The Purchase Price shall be increased or decreased as required to effectuate the proration of revenues and expenses as provided in this Section 2.4. All revenues arising from the Stations up until midnight on the day prior to the Closing Datehand by Seller, and all expenses arising from the Stations up until midnight on the day prior to 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, accrued employee benefits such as vacation time (but excluding sick leave, which shall not be prorated) for any employee of any of the Stations who becomes an employee of Buyer on the Closing Date, 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 in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations 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 in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations on the Closing Date and for the period thereafter. Buyer shall receive credit therefor in the proration of rents. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this section shall not apply to any taxes, assessments, or other payments, which are directly payable by tenants under their leases or reimbursable by such tenants to the extent owner of the value (Property, as calculated in landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned by Seller's financial statements consistent with past practice) of any and all advertising time , if any, at no additional cost to be run following the Closing for which trade or barter consideration has been received by the Seller prior to the Closing exceeds Eighty Thousand Dollars ($80,000.00)Buyer.

Adjustments and Prorations. The Purchase Price All taxes (except income taxes), including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts assumed by Buyer, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to the operation of the Premises (except insurance premiums) shall be decreased prorated to the Date of Closing. For tenants whose rents are delinquent as of the Date of Closing, rents received after Closing shall be applied first to the month in which received, next to months including and after the Date of Closing (with a prorated payment to Seller for the month including the Date of Closing), and next to months preceding the Date of Closing (with payment to Seller). If the amount of taxes, assessments, or rents 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 assessment shall thereafter be reduced by abatement, the product amount of 17.37 times such abatement, less the amountreasonable 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 the payment of any 5 assessments or notice of assessments made after the date of execution hereof for any public improvement, provided Buyer takes xxxxxx hereunder, unless any assessments are in arrears, in which event they shall be prorated. With respect to security and all other tenant deposits, if any, made by which Broadcast Cash Flow (as defined tenants on the Premises, Buyer shall receive credit therefor in Section 7.1(G)) of the Stations for the period of twelve consecutive calendar months ending immediately prior to the Closing Date is less than $1,900,000. The Purchase Price shall be increased or decreased as required to effectuate the proration of revenues and expenses rents. Any deposits on utilities paid by Seller shall be returned to Seller by the applicable utility provider. The foregoing provisions of this section shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the owner of the Premises, as provided landlord, under their leases. 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. All post-closing obligations in this Section 2.4. All revenues arising from the Stations up until midnight on the day prior paragraph (including without limitation obligations to the Closing Datereprorate, to refund payments of delinquent rent, and to refund shares of abatements) shall survive the Date of Closing for a period of three months, except all expenses arising post closing obligations relating to tax bills shall survive for a period of three (3) months from Buyer's receipt of the Stations up until midnight on tax xxxx. On the day prior to Date of Closing, Seller shall execute in favor of Buyer an assignment of leases, tenancies, and security and other tenant deposits. The assignment shall have attached thereto as an exhibit (and certified as accurate, as of the Closing DateDate of Closing) a list of all tenants at the Premises, including business showing apartment number, beginning lease date, lease ending date, monthly rent, whether rent is current, and license fees (including any retroactive adjustments thereof), utility charges, real and personal property taxes and assessments levied against the Assets, accrued employee benefits such as vacation time (but excluding sick leave, which shall not be prorated) for any employee amount of any of the Stations who becomes an employee of security deposit made. Buyer on the Closing Dateshall thereupon assume, 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)take over, and similar prepaid perform all leases and deferred items, shall be prorated between Buyer and Seller in accordance with tenancies affecting 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 in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations for the period prior to the Closing DatePremises, and Buyer shall receive all revenues execute an acceptance of assignment with respect to such leases, tenancies, security and other deposits. Buyer and Seller, or Seller's property manager, shall be responsible execute, for all expensesdelivery to tenants, costs and obligations allocable in accordance with generally accepted accounting principles to a form of notice of assignment. On or before the conduct last day of the business or operations Review Period, Buyer may designate in writing to Seller maintenance and service contracts (which term shall include laundry leases) to be terminated, and Seller shall terminate all such contracts so designated, at no cost to Buyer, as of the Stations on the Closing Date of Closing, and for the period thereafter. Buyer shall receive credit not assume such contracts. On the Date of Closing, Seller shall execute in favor of Buyer assignments of all maintenance and service contracts that have not been so designated by Buyer for termination, and Buyer shall thereupon assume, take over, and perform all such maintenance and service contracts, and Buyer shall execute acceptance of assignment with respect to the extent the value (as calculated in Seller's financial statements consistent with past practice) of any such maintenance and all advertising time to be run following the Closing for which trade or barter consideration has been received by the Seller prior to the Closing exceeds Eighty Thousand Dollars ($80,000.00)service contracts.

Adjustments and Prorations. The Purchase Price Seller hereby represents and warrants that all ad valorem taxes and assessments and other expenses relating to the Property, including all utilities, are required to be paid by the Tenants, and accordingly, there shall be decreased no prorations of any such taxes, costs and expenses related to the Property at Closing. No prorations will be made in relation to any insurance premiums for insurance carried by Seller, and Seller’s insurance policies will not be assigned to Buyer. Actual collected rent for the product month in which Closing occurs shall be prorated as of 17.37 times the Closing Date, and rents collected after Closing shall first be applied to amounts then owed to Buyer, with any remainder paid to Seller up to the amount, if any, by which Broadcast Cash Flow (as defined in Section 7.1(G)) of the Stations for the period of twelve consecutive calendar months ending immediately prior to the Closing Date is less than $1,900,000. The Purchase Price shall be increased or decreased as required to effectuate the proration of revenues and expenses as provided in this Section 2.4. All revenues arising from the Stations up until midnight on the day prior to the Closing Date, and all expenses arising from the Stations up until midnight on the day prior to 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, accrued employee benefits such as vacation time (but excluding sick leave, which shall not be prorated) for any employee of any of the Stations who becomes an employee of Buyer on the Closing Date, 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 owed to Seller and deposits of Seller held by third partiesthe particular tenant. In addition, and shall be responsible for all expenses, costs and liabilities allocable in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations 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 in accordance with generally accepted accounting principles to the conduct of the business or operations of the Stations on the Closing Date and for the period thereafter. Buyer shall receive credit toward the Purchase Price in the amount of all security deposits, if any, which are being held by Seller under the Leases pursuant to the terms of the Leases. Seller shall not be liable for, and Buyer hereby releases Seller, and agrees to indemnify, defend and hold harmless Seller and every individual and entity affiliated with Seller and all of their respective officers, directors, shareholders, employees, agents and independent contractors from, any and all liability for any claims relating to any such rents arising from said Leases post-Closing. Seller shall be permitted to pursue any Tenant for any past-due rents due and owing prior to Closing if and to the extent the value (as calculated in Seller's financial statements consistent with that such past practice) due rents are not collected by Buyer and remitted to Seller within 60 days of any and all advertising time to be run following the Closing for which trade or barter consideration has been received by the Seller prior to the Closing exceeds Eighty Thousand Dollars ($80,000.00)Closing.