Common use of Adjustments and Prorations Clause in Contracts

Adjustments and Prorations. (a) All revenues arising from the ownership of the Assets, earned or accrued until midnight on the day prior to the Closing Date, and all expenses, costs or liabilities, arising therefrom incurred, accrued or payable up until such time including, without limitation, business, license, utility charges, real and personal property Taxes and assessments levied against the Assets, property and equipment rentals, applicable copyright or other fees, sales and service charges and Taxes (other than income Taxes, which shall be Seller's sole responsibility for all Taxable periods ending prior to the Closing Date, and those Taxes arising from the sale and transfer of the Assets, which, in the case of transfer and other similar Taxes shall be paid as set forth in Section 5.8) ----------- shall be prorated between Buyer and Seller in accordance with the principle that: (i) Seller shall receive all revenues, refunds 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 to the operation of the Business for the period prior to the Closing Date and (ii) Buyer shall receive all revenues earned or accrued, and shall be responsible for all expenses, costs and liabilities incurred, payable or allocable to the operation of the Business for the period commencing on and continuing after the 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).

Adjustments and Prorations. (a) All revenues income and expenses arising from the ownership conduct of the Assetsbusiness or operations of the Stations shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m., earned local time, on the date immediately preceding the Closing Date. Seller shall receive all revenues and refunds to Seller and deposits of Seller hald by third parties and shall be responsible for all liabilities and obligations incurred or accrued until midnight on in connection with the day prior to operation of the Station through 11:59 p.m., local time, of the date immediately preceding the Closing Date, and Buyer shall receive all expenses, costs revenues and be responsible for such liabilities and obligations incurred or liabilities, arising therefrom incurred, accrued or payable up until such time including, without limitation, business, licenseaccruing thereafter. Such prorations shall include all business and license fees (including any retroactive adjustments thereof), utility charges, real and personal property Taxes taxes and assessments levied against the Assets, accrued employee benefits such as vacation time and sick time, property and equipment rentals, applicable copyright or other fees, sales and service charges charges, taxes (except for taxes arising from the transfer of the Assets hereunder), and Taxes similar prepaid and deferred items. Buyer shall receive credit to the extent of value (other than income Taxes, which shall be as calculated in Seller's sole responsibility financial statements consistent with past practice) of any and all advertising time to be run following the Closing for all Taxable periods ending which trade or barter consideration has been received by the Seller prior to the Closing Date, and those Taxes arising from the sale and transfer of the Assets, whichwhich exceeds Five Thousand Dollars ($5,000), in the case of transfer and other similar Taxes aggregate. Notwithstanding the foregoing, there shall be no adjustment for, and Seller shall remain solely liable with respect to, any Contracts not included in the Assumed Contracts, or any other obligation or liability not being assumed by Buyer in accordance with Section 2.5. A. Any adjustments or prorations will, insofar as feasible, be determined and paid as on the Closing Date, with final settlement and payment being made in accordance with the procedures set forth in Section 5.82.4B. B. Within sixty (60) ----------- shall be prorated between Buyer and Seller in accordance with the principle that: (i) Seller shall receive all revenues, refunds 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 to the operation of the Business for the period prior to the Closing Date and (ii) Buyer shall receive all revenues earned or accrued, and shall be responsible for all expenses, costs and liabilities incurred, payable or allocable to the operation of the Business for the period commencing on and continuing days after the Closing Date (providedDate, however, that -------- ------- Buyer shall have no responsibility for deliver to Seller a certificate (the "Closing Certificate"), signed by a senior officer of Buyer after due inquiry by such officer but without any wagespersonal liability to such officer, salaries, vacation, sick pay or other similar expenses providing a compilation of any employee of Seller, it being understood that Buyer is not the successor employer of any of Seller's employees).adjustments and prorations to be made pursuant to this

Adjustments and Prorations. (a) All Except to the extent that revenues and expenses at the Station are allocated pursuant to the Local Marketing Agreement, all revenues arising from the ownership business and the operations of the Assets, earned or accrued Station up until midnight on the day prior to the Closing Date, and all expenses, costs or liabilities, expenses arising therefrom incurred, accrued or payable from the business and the operations of the Station up until such time includingmidnight on the day prior to the Closing Date, without limitation, business, licenseincluding business and licenses fees (including any retroactive adjustments thereto), utility charges, real and personal property Taxes taxes and assessments levied against the Assets, accrued employee benefits such as vacation time and sick leave, property and equipment rentals, applicable copyright or other fees, sales and service charges charges, taxes (except for taxes arising from the transfer of the Assets hereunder), deposits, and Taxes (other than income Taxessimilar prepaid and deferred items, which shall be Seller's sole responsibility prorated between Buyer and Sellers in accordance with the principle that Sellers shall receive all revenues, all refunds, and all returns of deposits held by third parties, and Sellers shall be responsible for all Taxable periods ending expenses, costs, and liabilities allocable to the conduct of the business or the operations of the Station for the period prior to the Closing Date, and those Taxes arising from the sale and transfer of the Assets, which, in the case of transfer and other similar Taxes shall be paid as set forth in Section 5.8) ----------- shall be prorated between Buyer and Seller in accordance with the principle that: (i) Seller shall receive all revenues, refunds and deposits (to the extent such refunds or deposits can be released or refunded) of Seller held by third parties, revenues and shall be responsible for all expenses, costs costs, and liabilities incurred, payable or obligations allocable to the operation conduct of the Business business or the operations of the Station on the Closing Date and for the period thereafter. Buyer shall receive credit to the extent of the value (as calculated in Sellers' financial statements consistent with past practice) of any and all advertising time to be broadcasted following the Closing Date for which consideration in cash, goods, or services shall have been received by Sellers prior to the Closing Date and Date. (iib) Buyer Notwithstanding the foregoing, there shall receive all revenues earned or accruedbe no adjustment for, and Sellers shall remain solely liable with respect to, any Contracts not included in the Assumed Contracts, any and all employee benefits including, without limitation, vacation time and sick leave, and any other obligation or liability not being expressly assumed by Buyer in accordance with Section 2.5 hereof. (c) Any adjustment or prorations will be responsible for all expenses, costs determined and liabilities incurred, payable or allocable to paid in accordance with the operation of the Business for the period commencing on and continuing procedures set forth in Section 2.4 (d) hereof. (d) Within sixty (60) days after the Closing Date (providedDate, however, that -------- ------- Buyer shall have no responsibility for deliver to Sellers a certificate (the "Adjustment Certificate"), signed by a senior officer of Buyer after due inquiry by such officer, but without any wagespersonal liability on the part of such officer, salariesproviding a compilation of the adjustments and prorations to be made pursuant to this Section 2.4, vacationincluding any adjustments and prorations made at the Closing Date, sick pay or other similar expenses together with a copy of any employee working papers relating to such Adjustment Certificate and such other supporting evidence as Sellers may reasonably request. If Sellers shall conclude that the Adjustment Certificate does not accurately reflect the adjustments and prorations to be made pursuant to this Section 2.4, Sellers shall, within thirty (30) days after its receipt of Sellerthe Adjustment Certificate, it being understood that provide to Buyer is not the successor employer its written statement of any discrepancies believed to exist (the "Sellers' Discrepancy Statement"). ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ on behalf of SellerBuyer, and ▇▇▇▇▇▇ ▇▇▇▇▇ on behalf of Sellers, or their respective designees, shall attempt jointly to resolve the discrepancies within fifteen (15) days after Buyer's employees)receipt of Sellers' Discrepancy Statement, which resolution, if achieved, shall be binding upon all parties to this Agreement and not subject to dispute or review. If the above-named representatives or their designees shall not have resolved the discrepancies in the Sellers' Discrepancy Statement to their common satisfaction within such fifteen (15) day period, Buyer and Sellers shall, within the following ten (10) days, jointly designate a nationally known independent public accounting firm to be retained in order to review the Adjustment Certificate together with Sellers' Discrepancy Statement and any other relevant documents. The cost of retaining such independent public accounting firm shall be borne equally by Buyer and Sellers. Such independent public account firm shall report its conclusions as to adjustments pursuant to this Section 2.4, which report shall be conclusive on all parties to this Agreement and not subject to dispute or review. If, after adjustment as appropriate with respect to the amount of the aforesaid adjustments paid or credited at the Closing Date, Buyer shall be determined to owe an amount to Sellers, Buyer shall pay such amount to Sellers forthwith in cash, and if Sellers shall be determined to owe an amount to Buyer, Sellers shall pay such amount to Buyer forthwith in cash.

Adjustments and Prorations. (a) All revenues of Seller arising from the ownership operation of the Assets, Station earned or accrued up until midnight 11:59 p.m. on the day prior to the Closing Date, and all operating expenses, costs or liabilities, arising therefrom incurred, accrued or payable up until such time includingtime, without limitationincluding operating expenses arising under the Assumed Contracts, businesstower rentals (other than rental payments with respect to the Station's tower at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, licenseHouston, Texas), business and license fees, utility charges, real and personal property Taxes and assessments levied against the Assets, property and equipment rentals, applicable copyright or other fees, sales and service charges and Taxes (charges, other than income Taxes, which shall be Seller's sole responsibility for all Taxable periods ending prior to the Closing Datewages, and those Taxes arising from the sale and transfer of the Assetssalaries, whichvacation, in the case of transfer sick leave, personal days, commissions and other employee compensation pay, music license fees and similar Taxes shall be paid as set forth in Section 5.8) ----------- prepaid and deferred items, shall be prorated between Buyer and Seller in accordance with the principle that: that (i) Seller shall receive all revenues, refunds 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 operating expenses incurred, payable or allocable to the operation conduct of the Business business and operations of the 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, accrued and shall be responsible for all operating expenses, costs and liabilities incurred, payable or allocable to the operation conduct of the Business 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 related contributions, vacations and sick pay and (2) all group medical, dental 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 or thereafter; Buyer will be liable for all of the costs of employee compensation (providedincluding the types of costs referred to in clauses (1) and (2) above) relating to the Station, howeverproperly attributable or accruable thereafter on account of service with Buyer. Except as provided in Section 2.5(b), that -------- ------- Trade Deals shall not be adjusted or prorated. (b) Adjustments or prorations pursuant to this Section 2.4 will be determined in accordance with GAAP, consistently applied, at the option of Seller (i) paid on the Closing Date in accordance with the provisions of Section 9.1(a)(iv) based upon Seller's good faith calculation delivered to Buyer no more than five business days prior to the Pre-Closing Date or (ii) paid within 15 business days following the Closing Date based upon Seller's good faith calculation delivered to Buyer no more than ten business days following the Closing Date, with final settlement and payment by the appropriate party occurring no later than 60 days after the Closing Date, unless there is a dispute with respect thereto (in which event the payment shall be made as set forth below). In the event of a dispute regarding Seller's calculation, within 60 days after the Closing Date, Buyer shall submit to Seller its good faith determination of the adjustments or prorations required by this Section 2.4. Buyer's determination of the amount of adjustment under this Section 2.4 shall be made in accordance with GAAP, consistently applied. If Seller disagrees with the determination made by Buyer of the adjustment, 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 disagreement, and Buyer and Seller shall have no responsibility for any wagesa period of 30 days in which to resolve the disagreement. If the parties are unable to resolve the disagreement within the 30-day period, salariesthe matter shall be submitted to Coopers & ▇▇▇▇▇▇▇ L.L.P., vacationan independent certified public accounting firm, sick pay or other similar which accounting 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 shall share equally the fees and expenses of Coopers & ▇▇▇▇▇▇▇, L.L.P., if engaged, to resolve any employee of Sellerdisagreement between the parties. Within five business days following a final determination hereunder, it being understood that Buyer is not the successor employer of any of Seller's employees)party obligated to make payment will make the payments determined to be due and owing in accordance with this Section 2.4.

Adjustments and Prorations. (a) All revenues arising from the ownership and operation of the Assets, earned or accrued until midnight on the day prior to the Closing Date, and all expenses, costs or liabilities, arising therefrom incurred, accrued or payable up until such time including, without limitation, business, license, utility charges, real and personal property Taxes and assessments levied against the Assets, property and equipment rentals, applicable copyright or other fees, sales and service charges and Taxes (other than income Taxes, which shall be Seller's sole responsibility for all Taxable periods ending prior to the Closing Date, and those Taxes arising from the sale and transfer of the Assets, which, in the case of transfer and other similar Taxes shall be paid as set forth in Section 5.85.3) ----------- shall be prorated between Buyer and Seller in accordance with the ----------- principle that: : (i) Except as provided below, Seller shall receive all revenues, refunds 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 to the operation of the Business and the ownership of the Assets for the period prior to the Closing Date and (ii) Buyer shall receive all revenues earned or accrued, and shall be responsible for all expenses, costs and liabilities incurred, payable or allocable to the operation of the Business Assets for the period commencing on and continuing after the 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 shall receive $20,416.69 from Buyer at Closing, which amount represents a credit for rent abatement from October 2001 through April 2002, for the site lease located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, in consideration of Seller's expenditures for the Advertising Display at such location. Notwithstanding the foregoing, Buyer shall have the right to receive from each of the lessors under the Site Leases identified on Schedule 2.6 the deposits ------------ related to such Site Leases and Seller acknowledges that it shall have no interest in such deposits. On the Closing Date, Buyer shall pay Seller an amount equal to the Site Lease deposits referenced on Schedule 2.6. ------------ (b) Adjustments and prorations pursuant to this Section 2.6 will, ----------- insofar as feasible, be determined and paid on the Closing Date based upon Seller's calculation thereof delivered to Buyer prior to the Closing Date and approved by Buyer, with final settlement and payment by the appropriate party occurring as described below. In the event any adjustment must be made post-Closing, the determination of the amount of adjustment under this Section ------- 2.6 shall be made by Buyer. Upon such determination, within ninety (90) days --- following the Closing Date, Buyer shall submit such determination to Seller for approval. If Seller disagrees with the determination made by Buyer of the adjustment, Seller shall give prompt written notice thereof, but in no event later than ten (10) days after receipt of such determination, specifying in reasonable detail the nature and extent of such disagreement and stating the amount of Seller's proposed final allocation and proration, and Buyer and Seller shall have a period of ten (10) days in which to resolve such disagreement in good faith. If the parties are unable to resolve such disagreement within such 10-day period, the matter shall be submitted to the New York, New York office of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, an independent certified public accounting firm ("Accountant"), which accounting firm shall be directed to submit a final ---------- resolution to Buyer and Seller within thirty (30) days. Accountant's determination shall be binding on both Buyer and Seller. Each party shall bear the fees and expenses of its own representatives, including its independent accountants, if any, and shall share equally the fees and expenses of Accountant, if any. Within ten (10) Business Days following a final determination hereunder of the adjustments or prorations (either by agreement of the parties or pursuant to the dispute mechanism described above), the party obligated to make payment will pay the amounts determined to be due and owing in accordance with this Section 2.6. -----------

Adjustments and Prorations. (a) All revenues arising from the ownership operation of the AssetsBusiness, earned or accrued until midnight on the day prior to the Closing Date, and all expenses, costs or liabilitiesLiabilities, arising therefrom incurred, accrued or payable up until such time including, without limitation, business, license, utility charges, real and personal property Taxes and assessments levied against the Acquired Assets, property and equipment rentals, applicable copyright or other fees, sales and service charges and other Taxes (other than income Taxes, which shall be Seller's ’s sole responsibility for all Taxable taxable periods ending prior to the Closing Date, and those Taxes arising from with respect to any taxable period beginning before the sale and transfer Closing Date, the portion of such taxable period ending on the Assets, which, in the case of transfer and other similar Taxes shall be paid as set forth in Section 5.8Closing Date) ----------- shall be prorated between Buyer and Seller in accordance with the principle that: that (i) Seller shall receive all revenues, refunds and deposits (to the extent such refunds or deposits can be released or refunded) of Seller held by third parties, and and, except as otherwise provided herein, shall be responsible for all expenses, costs and liabilities Liabilities incurred, payable or allocable to the operation conduct of the Business for the period prior to the Closing Date and (ii) Buyer shall receive all revenues earned or accrued, and and, except as otherwise provided herein, shall be responsible for all expenses, costs and liabilities Liabilities incurred, payable or allocable to the operation conduct of the Business for the period commencing on and continuing after the 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)Date.

Adjustments and Prorations. (a) All revenues arising from the ownership operation of the AssetsBusiness, earned or accrued until midnight on the day prior to the Closing Date, and all expenses, costs or liabilities, arising therefrom incurred, accrued or payable up until such time including, without limitation, business, license, utility charges, real and personal property Taxes and assessments levied against the Assets, property and equipment rentals, applicable copyright or other fees, sales and service charges and Taxes (other than income Taxes, which shall be SellerPNE's sole responsibility for all Taxable taxable periods ending prior to the Closing Date, and those Taxes arising from the sale and transfer of the Assets, which, in the case of transfer and other similar Taxes shall be paid as set forth in Section 5.89.8) ----------- shall be prorated between Buyer among the NextMedia Parties and Seller PNE in accordance with the principle that: that (i) Seller in accordance with Section 9.16, PNE shall receive credit for ------------ all revenues, refunds and deposits (to the extent such refunds or deposits can be released or refunded) of Seller PNE held by third parties, parties and shall be responsible for all expenses, costs and liabilities incurred, payable or allocable to the operation conduct of the Business for the period prior to the Closing Date and (ii) Buyer the NextMedia Parties shall receive all revenues earned or accrued, and shall be responsible for all expenses, costs and liabilities incurred, payable or allocable to the operation conduct of the Business for the period commencing on and continuing after the Closing Date (provided, however, provided that -------- ------- Buyer the NextMedia Parties shall have no responsibility for any wages, salaries, vacation, severance, sick pay or other similar expenses of any employee of SellerPNE, it being understood that Buyer neither of the NextMedia Parties is not the a successor employer of any of SellerPNE's employees). (b) Adjustments or prorations pursuant to this Section 2.9 will, ----------- insofar as feasible, be determined on the Closing Date based upon PNE's calculation delivered to NextMedia Outdoor five (5) days prior to the Closing Date and approved by NextMedia Outdoor.

Adjustments and Prorations. (a) All revenues arising from the ownership of the Assets, earned or accrued until midnight on the day prior to the Closing Date, and all expenses, costs or liabilities, arising therefrom incurred, accrued or payable up until such time including, without limitation, business, license, utility charges, real and personal property Taxes and assessments levied against the Assets, property and equipment rentals, applicable copyright or other fees, sales and service charges and Taxes (other than income Taxes, which shall be Seller's sole responsibility for all Taxable periods ending prior to the Closing Date, and those Taxes arising from the sale and transfer of the Assets, which, in the case of transfer and other similar Taxes shall be paid as set forth in Section 5.8) ----------- shall be prorated between Buyer and Seller in accordance with the principle that: (i) Seller shall receive all revenues, refunds 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 to the operation of the Business for the period prior to the Closing Date and (ii) Buyer shall receive all revenues earned or accrued, and shall be responsible for all expenses, costs and liabilities incurred, payable or allocable to the operation of the Business for the period commencing on and continuing after the 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). (b) Adjustments or prorations pursuant to this Section 2.6 will, ----------- insofar as feasible, be determined and paid on the Closing Date based upon Seller's calculation thereof delivered to Buyer prior to the Closing Date and approved by Buyer, with final settlement and payment by the appropriate party occurring as described below. In the event any adjustment must be made post-Closing, the determination of the amount of adjustment under this Section ------- 2.6 shall be made by Buyer consistently with the practice used by Seller prior --- to the Closing Date. Upon such determination, within ninety (90) days following the Closing Date, Buyer shall submit such determination to Seller for approval. If Seller disagrees with the determination made by Buyer of the adjustment, Seller shall give prompt written notice thereof, but in no event later than ten (10) days after receipt of such determination, specifying in reasonable detail the nature and extent of such disagreement and stating the amount of Seller's proposed final adjustment or proration, and Buyer and Seller shall have a period of ten (10) days in which to resolve such disagreement in good faith. If the parties are unable to resolve such disagreement within such 10-day period, the matter shall be submitted to the New York office of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, an independent certified public accounting firm ("Accountant"), which accounting firm shall be ---------- directed to submit a final resolution to Buyer and Seller within thirty (30) days. Accountant's determination shall be binding on both Buyer and Seller. Each party shall bear the fees and expenses of its own representatives, including its independent accountants, if any, and shall share equally the fees and expenses of Accountant, if any. Within ten (10) Business Days following a final determination hereunder of the adjustments or prorations (either by agreement of the parties or pursuant to the dispute mechanism described above), the party obligated to make payment will pay the amounts determined to be due and owing in accordance with this Section 2.6. -----------

Adjustments and Prorations. (a) All revenues arising from the ownership business and the operations of the Assets, earned or accrued Station up until midnight on the day prior to the Closing Date, and all expenses, costs or liabilities, expenses arising therefrom incurred, accrued or payable from the business and the operations of the Station up until such time includingmidnight on the day prior to the Closing Date, without limitation, business, licenseincluding business and licenses fees (including any retroactive adjustments thereto), utility charges, real and personal property Taxes taxes and assessments levied against the Assets, accrued employee benefits such as vacation time and sick leave, property and equipment rentals, applicable copyright or other fees, sales and service charges charges, taxes (except for taxes arising from the transfer of the Assets hereunder), deposits, and Taxes (other than income Taxessimilar prepaid and deferred items, which shall be Seller's sole responsibility prorated between Buyer and Sellers in accordance with the principle that Sellers shall receive all revenues, all refunds, and all returns of deposits held by third parties, and Sellers shall be responsible for all Taxable periods ending expenses, costs, and liabilities allocable to the conduct of the business or the operations of the Station for the period prior to the Closing Date, and those Taxes arising from the sale and transfer of the Assets, which, in the case of transfer and other similar Taxes shall be paid as set forth in Section 5.8) ----------- shall be prorated between Buyer and Seller in accordance with the principle that: (i) Seller shall receive all revenues, refunds and deposits (to the extent such refunds or deposits can be released or refunded) of Seller held by third parties, revenues and shall be responsible for all expenses, costs costs, and liabilities incurred, payable or obligations allocable to the operation conduct of the Business business or the operations of the Station on the Closing Date and for the period thereafter. Buyer shall receive credit to the extent of the value (as calculated in Sellers' financial statements consistent with past practice) of any and all advertising time to be broadcasted following the Closing Date for which consideration in cash, goods, or services shall have been received by Sellers prior to the Closing Date and Date. (iib) Buyer Notwithstanding the foregoing, there shall receive all revenues earned or accruedbe no adjustment for, and Sellers shall remain solely liable with respect to, any Contracts not included in the Assumed Contracts, any and all employee benefits including, without limitation, vacation time and sick leave, and any other obligation or liability not being expressly assumed by Buyer in accordance with Section 2.5 hereof. (c) Any adjustment or prorations will be responsible for all expenses, costs determined and liabilities incurred, payable or allocable to paid in accordance with the operation of the Business for the period commencing on and continuing procedures set forth in Section 2.4 (d) hereof. (d) Within sixty (60) days after the Closing Date (providedDate, however, that -------- ------- Buyer shall have no responsibility for deliver to Sellers a certificate (the "Adjustment Certificate"), signed by a senior officer of Buyer after due inquiry by such officer, but without any wagespersonal liability on the part of such officer, salariesproviding a compilation of the adjustments and prorations to be made pursuant to this Section 2.4, vacationincluding any adjustments and prorations made at the Closing Date, sick pay or other similar expenses together with a copy of any employee working papers relating to such Adjustment Certificate and such other supporting evidence as Sellers may reasonably request. If Sellers shall conclude that the Adjustment Certificate does not accurately reflect the adjustments and prorations to be made pursuant to this Section 2.4, Sellers shall, within thirty (30) days after its receipt of Sellerthe Adjustment Certificate, it being understood that provide to Buyer is not the successor employer its written statement of any of Seller's employeesdiscrepancies believed to exist (the "Sellers' Discrepancy Statement").. Harold T.