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). A. Any adjustments or prorations will, insofar as feasible, be determined and paid on the Closing Date, with final settlement and payment being made in accordance with the procedures set forth in Section 2.4B. B. Within sixty (60) days after the Closing Date, Buyer shall deliver to Seller a certificate (the "Closing Certificate"), signed by Buyer, providing a compilation of the adjustments and prorations to be made pursuant to this Section 2.4, together with such supporting evidence as Seller may reasonably request. If Seller shall conclude that the Closing Certificate does not accurately reflect the adjustments and prorations to be made pursuant to this Section 2.4, Seller shall, within thirty (30) days after its receipt of the Closing Certificate, provide to Buyer its written statement of any discrepancies believed to exist. If Seller notifies Buyer of its acceptance of Buyer's calculation of the Purchase Price or if Seller fails to deliver its statement of discrepancies within the 30-day period specified in the preceding sentence, Buyer's determination of the Purchase Price shall be conclusive and binding on the parties as of the last day of the 30-day period. Seller and Buyer shall attempt jointly to resolve the discrepancies within fifteen (15) days after receipt of Seller's discrepancy statement, which resolution, if achieved, shall be binding upon all parties to this Agreement and not subject to dispute or review. If the parties cannot resolve the discrepancy to their mutual satisfaction within such fifteen (15) day period, Buyer or Seller may elect that the parties, jointly designate a regional or local branch of a nationally known independent public accounting firm to be retained to review the Closing Certificate together with Seller's discrepancy statement and any other relevant documents. The cost of retaining such independent public accounting firm shall be borne equally by Buyer and Seller. Such firm shall report its conclusions as to adjustments pursuant to this Section 2.4, which report shall be conclusive on both 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, Buyer is determined to owe an amount to Seller, Buyer shall pay such amount to Seller, and if Seller is determined to owe an amount to Buyer, Seller shall pay such amount thereof to Buyer, in each case within ten (10) days of such determination, but subject to Section 6.10.

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 operation of any Station earned or accrued up until midnight 11:59 p.m. on the day prior to the Closing Date, and all operating expenses arising from the Stations therefrom incurred, accrued or payable up until midnight on the day prior to the Closing Datesuch time, including operating expenses arising under the Assumed Contracts, tower rentals, 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 (except for taxes arising from the transfer of the Assets hereunder)other taxes, wages, salaries, vacation, and similar prepaid sick and deferred items, employee compensation pay shall be prorated between Buyer and Seller in accordance with the principle that that, subject to the terms of the LMA (hereinafter defined), (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 any Station for the period ending at 11:59 p.m. on the day prior to the Closing Date and (ii) Buyer shall receive all revenues earned or accrued and shall be responsible for all operating expenses incurred, payable or allocable to the conduct of the business and operations of any Station for the period commencing on and continuing after the Closing Date. An adjustment of the Purchase Price and proration shall be made in favor of Buyer to the extent that Buyer assumes any liability under any Assumed Contract to refund (or to credit against payments otherwise due) any security deposit or similar prepayment paid to Seller by any lessee or other third party which is not otherwise credited to Buyer. Subject to Buyer's receipt of appropriate estoppel certificates, an adjustment of the Purchase Price and proration shall be made in favor of Seller to the extent that Seller has made (A) any security deposit under any Assumed Contract whether or not there is a proration under such Assumed Contract or (B) other prepayment under any Assumed Contract for which there is a proration, to the extent Buyer receives the post-Closing benefits associated with such prepayment. Subject to the terms of the LMA, Seller shall be liable for all the costs of employee compensation relating to a Station properly attributable to or accruable on account of service with the Seller through 11:59 p.m. on the date prior to the Closing Date, including (1) all taxes and 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 ($80,000.00). A. Any adjustments Date, or prorations will, insofar as feasible, be determined and paid death or disability occurring on or prior to 11:59 p.m. on the date prior to the Closing Date, with final settlement and payment being made in accordance with the procedures set forth in Section 2.4B. B. Within sixty (60) days after whether reported by the Closing DateDate or thereafter. Subject to the terms of the LMA, Buyer shall deliver to Seller a certificate (the "Closing Certificate"), signed by Buyer, providing a compilation will be liable for all of the adjustments costs of employee compensation (including the types of costs referred to in clauses (1) and prorations (2) above) relating to be made pursuant to this Section 2.4a Station, together properly attributable or accruable thereafter on account of service with such supporting evidence as Seller may reasonably request. If Seller shall conclude that the Closing Certificate does not accurately reflect the adjustments and prorations to be made pursuant to this Section 2.4, Seller shall, within thirty (30) days after its receipt of the Closing Certificate, provide to Buyer its written statement of any discrepancies believed to exist. If Seller notifies Buyer of its acceptance of Buyer's calculation of the Purchase Price or if Seller fails to deliver its statement of discrepancies within the 30-day period specified in the preceding sentence, Buyer's determination of the Purchase Price shall be conclusive and binding on the parties as of the last day of the 30-day period. Seller and Buyer shall attempt jointly to resolve the discrepancies within fifteen (15) days after receipt of Seller's discrepancy statement, which resolution, if achieved, shall be binding upon all parties to this Agreement and not subject to dispute or review. If the parties cannot resolve the discrepancy to their mutual satisfaction within such fifteen (15) day period, Buyer or Seller may elect that the parties, jointly designate a regional or local branch of a nationally known independent public accounting firm to be retained to review the Closing Certificate together with Seller's discrepancy statement and any other relevant documents. The cost of retaining such independent public accounting firm shall be borne equally by Buyer and Seller. Such firm shall report its conclusions as to adjustments pursuant to this Section 2.4, which report shall be conclusive on both 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, Buyer is determined to owe an amount to Seller, Buyer shall pay such amount to Seller, and if Seller is determined to owe an amount to Buyer, Seller shall pay such amount thereof to Buyer, in each case within ten (10) days of such determination, but subject to Section 6.10.

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 operation of the Stations earned or accrued up until midnight 11:59 p.m. on the day prior to the Closing Date, and all expenses, costs and liabilities, arising therefrom incurred, accrued or payable up until such time, including expenses arising from under the Stations up until midnight on the day prior to the Closing DateAssumed Contracts, including tower rentals, 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 and similar prepaid and deferred items, employee compensation pay 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 expenses, costs and liabilities incurred, payable or allocable in accordance with generally accepted accounting principles to the conduct of the business or and operations of the Stations each Station for the period ending at 11:59 p.m. on the day prior to the Closing Date, 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 of the business and operations of each 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 operations 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. The Purchase Price shall be increased by an amount equal to eighty percent of the face amount of Seller's Accounts Receivables. Seller shall be liable for all of the costs of employee compensation relating to each of the Stations properly attributable to or accruable on account of service with the Seller through 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, including ($80,000.00)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 relating to each of the Stations, properly attributable or accruable thereafter on account of service with Buyer. Trade Deals shall not be adjusted or prorated. A. Any adjustments (b) Adjustments or prorations pursuant to this Section 2.4 will, insofar as feasible, feasible be determined and paid on the Closing Date based upon Seller's good faith calculation delivered to Buyer five days prior to the Closing Date, with final settlement and payment being made in accordance with by the procedures set forth in Section 2.4B. B. appropriate party occurring no later than 60 days after the Closing Date. Within sixty (60) 60 days after the Closing Date, Buyer shall deliver to Seller a certificate (the "Closing Certificate"), signed by Buyer, providing a compilation of the adjustments and prorations to be made pursuant to this Section 2.4, together with such supporting evidence as Seller may reasonably request. If Seller shall conclude that the Closing Certificate does not accurately reflect the adjustments and prorations to be made pursuant to this Section 2.4, Seller shall, within thirty (30) days after its receipt of the Closing Certificate, provide to Buyer its written statement of any discrepancies believed to exist. If Seller notifies Buyer of its acceptance of Buyer's calculation of the Purchase Price or if Seller fails to deliver its statement of discrepancies within the 30-day period specified in the preceding sentence, Buyer's determination of the Purchase Price shall be conclusive and binding on the parties as of the last day of the 30-day period. Seller and Buyer shall attempt jointly to resolve the discrepancies within fifteen (15) days after receipt of Seller's discrepancy statement, which resolution, if achieved, shall be binding upon all parties to this Agreement and not subject to dispute or review. If the parties cannot resolve the discrepancy to their mutual satisfaction within such fifteen (15) day period, Buyer or Seller may elect that the parties, jointly designate a regional or local branch of a nationally known independent public accounting firm to be retained to review the Closing Certificate together with Seller's discrepancy statement and any other relevant documents. The cost of retaining such independent public accounting firm shall be borne equally by Buyer and Seller. Such firm shall report its conclusions as to adjustments pursuant to this Section 2.4, which report shall be conclusive on both 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, Buyer is determined to owe an amount to Seller, Buyer shall pay such amount to Seller, and if Seller is determined to owe an amount to Buyer, Seller shall pay such amount thereof to Buyer, in each case within ten (10) days of such determination, but subject to Section 6.10.

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 operation of the Stations earned or accrued up until midnight 11:59 p.m. on the day prior to the Closing Date, and all expenses, costs and liabilities, arising therefrom incurred, accrued or payable up until such time, including expenses arising from under the Stations up until midnight on the day prior to the Closing DateAssumed Contracts, including tower rentals, 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 and similar prepaid and deferred items, employee compensation pay 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 expenses, costs and liabilities incurred, payable or allocable in accordance with generally accepted accounting principles to the conduct of the business or and operations of the Stations each Station for the period ending at 11:59 p.m. on the day prior to the Closing Date, 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 of the business and operations of each 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 operations 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 each of the Stations properly attributable to or accruable on account of service with the Seller through 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, including ($80,000.001) 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 relating to each of the Stations, properly attributable or accruable thereafter on account of service with Buyer. Except as provided in Section 2.5(b). A. Any , Trade Deals shall not be adjusted or prorated. Notwithstanding the foregoing, no adjustments or prorations under this Agreement shall result in a decrease or increase in the aggregate Purchase Price of greater than $24,000. (b) Adjustments or prorations pursuant to this Section 2.4 will, insofar as feasible, feasible be determined and paid on the Closing DateDate based upon Seller's good faith calculation delivered to Buyer five days prior to the Closing Date and reasonably approved by Buyer, with final settlement and payment being made in accordance with by the procedures set forth in Section 2.4B. B. appropriate party occurring no later than 60 days after the Closing Date. Within sixty (60) 60 days after the Closing Date, Buyer shall deliver submit to Seller a certificate (the "Closing Certificate"), signed by Buyer, providing a compilation its good faith determination of the adjustments and or prorations to be made pursuant to required by this Section 2.4, together with such supporting evidence as Seller may reasonably request. If Seller shall conclude that the Closing Certificate does not accurately reflect the adjustments and prorations to be made pursuant to this Section 2.4, Seller shall, within thirty (30) days after its receipt of the Closing Certificate, provide to Buyer its written statement of any discrepancies believed to exist. If Seller notifies Buyer of its acceptance of Buyer's calculation of the Purchase Price or if Seller fails to deliver its statement of discrepancies within the 30-day period specified in the preceding sentence, Buyer's determination of the Purchase Price amount of adjustment under this Section 2.4 shall be conclusive and binding on made in accordance with GAAP, consistently applied. If Seller disagrees with the parties as determination made by Buyer of the last day of the 30-day period. Seller and Buyer shall attempt jointly to resolve the discrepancies within fifteen (15) days after receipt of Seller's discrepancy statement, which resolution, if achieved, shall be binding upon all parties to this Agreement and not subject to dispute or review. If the parties cannot resolve the discrepancy to their mutual satisfaction within such fifteen (15) day period, Buyer or Seller may elect that the parties, jointly designate a regional or local branch of a nationally known independent public accounting firm to be retained to review the Closing Certificate together with Seller's discrepancy statement and any other relevant documents. The cost of retaining such independent public accounting firm shall be borne equally by Buyer and Seller. Such firm shall report its conclusions as to adjustments pursuant to this Section 2.4, which report shall be conclusive on both 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, Buyer is determined to owe an amount to Seller, Buyer shall pay such amount to Seller, and if Seller is determined to owe an amount to Buyeradjustment, Seller shall pay such amount thereof to Buyer, in each case within ten (10) days of such determination, but subject to Section 6.10.give prompt

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 operation of the Stations earned or accrued up until midnight 11:59 p.m. on the day prior to the Closing Date, and all expenses, costs and liabilities, arising therefrom incurred, accrued or payable up until such time, including expenses arising from under the Stations up until midnight on the day prior to the Closing DateAssumed Contracts, including tower rentals, 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 and similar prepaid and deferred items, employee compensation pay 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 expenses, costs and liabilities incurred, payable or allocable in accordance with generally accepted accounting principles to the conduct of the business or and operations of the Stations for the period ending at 11:59 p.m. on the day prior to the Closing Date, 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 of the business or and operations of the Stations on the Closing Date and for the period thereaftercommencing on and continuing after the Closing Date. An adjustment of the Purchase Price and proration shall be made in favor of Buyer shall receive credit 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 value Purchase Price and proration shall be made in favor of Seller to the extent that Seller has made (as calculated in Seller's financial statements consistent with past practiceA) of any and all advertising time to be run following the Closing 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 trade there is a proration. Subject to the terms of the LMA, Seller shall be liable for all of the costs of employee compensation relating to each of the Stations properly attributable to or barter consideration has been received by accruable on account of service with the Seller through 11:59 p.m. on the date prior to the Closing exceeds Eighty Thousand Dollars Date, including ($80,000.001) 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. Subject to the terms of the LMA, Buyer will be liable for all of the costs of employee compensation relating to each of the Stations, properly attributable or accruable on or after the Closing Date on account of service with Buyer. Except as provided in Section 2.5(b), Trade Deals shall not be adjusted or pro rated. A. Any adjustments (b) Adjustments or prorations pursuant to this Section 2.4 will, insofar as feasible, be determined and paid on the Closing DateDate based upon Seller's good faith calculation delivered to Buyer five days prior to the Closing Date and reasonably approved by Buyer, with final settlement and payment being made in accordance with by the procedures set forth in Section 2.4B. B. appropriate party occurring no later than 60 days after the Closing Date. Within sixty (60) 60 days after the Closing Date, Buyer shall deliver submit to Seller a certificate (the "Closing Certificate"), signed by Buyer, providing a compilation its good faith determination of the adjustments and or prorations to be made pursuant to required by this Section 2.4, together with such supporting evidence as Seller may reasonably request. If Seller shall conclude that the Closing Certificate does not accurately reflect the adjustments and prorations to be made pursuant to this Section 2.4, Seller shall, within thirty (30) days after its receipt of the Closing Certificate, provide to Buyer its written statement of any discrepancies believed to exist. If Seller notifies Buyer of its acceptance of Buyer's calculation of the Purchase Price or if Seller fails to deliver its statement of discrepancies within the 30-day period specified in the preceding sentence, Buyer's determination of the Purchase Price amount of adjustment under this Section 2.4 shall be conclusive and binding on made in accordance with GAAP, consistently applied. If Seller disagrees with the parties as determination made by Buyer of the last day of the 30-day period. Seller and Buyer shall attempt jointly to resolve the discrepancies within fifteen (15) days after receipt of Seller's discrepancy statement, which resolution, if achieved, shall be binding upon all parties to this Agreement and not subject to dispute or review. If the parties cannot resolve the discrepancy to their mutual satisfaction within such fifteen (15) day period, Buyer or Seller may elect that the parties, jointly designate a regional or local branch of a nationally known independent public accounting firm to be retained to review the Closing Certificate together with Seller's discrepancy statement and any other relevant documents. The cost of retaining such independent public accounting firm shall be borne equally by Buyer and Seller. Such firm shall report its conclusions as to adjustments pursuant to this Section 2.4, which report shall be conclusive on both 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, Buyer is determined to owe an amount to Seller, Buyer shall pay such amount to Seller, and if Seller is determined to owe an amount to Buyeradjustment, Seller shall pay such amount thereof to Buyer, in each case within ten (10) days of such determinationgive prompt written notice thereof, but subject to Section 6.10.in no event later than 20 days after notice of Buyer's determination,

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 TBA Date, and all expenses arising from the Stations up until midnight on the day prior to the Closing TBA 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 and sick leave, which shall not be prorated) for any employee of any of the Stations who becomes an employee of Buyer on the Closing Datetime, 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 TBA 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 TBA Date and for the period thereafter. Buyer shall receive credit to if the extent Stations' aggregate net trade balance is negative (i.e., trade and barter accounts payables exceed receivables). Notwithstanding the value (as calculated foregoing, there shall be no adjustment for, and Seller shall remain solely liable with respect to, any Contracts not included in Seller's financial statements consistent the Assumed Contracts, or any other obligation or liability not being assumed by Buyer in accordance 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)Section 2.5. A. Any adjustments or prorations will, insofar as feasible, be determined and paid on the Closing Date, with final settlement and payment being made in accordance with the procedures set forth in Section 2.4B. B. Within sixty (60) days after the Closing Date, Buyer shall deliver to Seller a certificate (the "Closing Adjustment Certificate"), signed by Buyera senior officer of Buyer after due inquiry by such officer but without any personal liability to such officer, providing a compilation of the adjustments and prorations to be made pursuant to this Section 2.4, including any adjustments and prorations made as of the TBA Date, together with a copy of any working papers relating to such Adjustment Certificate and such other supporting evidence as Seller may reasonably request. If Seller shall conclude that the Closing Adjustment Certificate does not accurately reflect the adjustments and prorations to be made pursuant to this Section 2.4, Seller shall, within thirty (30) days after its receipt of the Closing Adjustment Certificate, provide to Buyer its written statement of any discrepancies believed to exist. If Seller notifies Buyer of its acceptance Joseph L. Winn on behalf of Buyer's calculation , and Stephen Snell on behalf of the Purchase Price or if Seller fails to deliver its statement of discrepancies within the 30-day period specified in the preceding sentence▇▇▇▇▇▇, Buyer's determination of the Purchase Price shall be conclusive and binding on the parties as of the last day of the 30-day period. Seller and Buyer shall attempt ▇▇ ▇heir respective designees, ▇▇▇▇▇ ▇▇▇▇▇▇t jointly to resolve the discrepancies within fifteen (15) days after receipt of Seller's discrepancy statement, which resolution, if achieved, shall be binding upon all parties to this Agreement and not subject to dispute or review. If the parties such representatives cannot resolve the discrepancy to their mutual satisfaction within such fifteen (15) day period, Buyer or and Seller may elect that shall, within the partiesfollowing ten (10) days, jointly designate a regional or local branch of a nationally known independent public accounting firm to be retained to review the Closing Adjustment Certificate together with Seller's discrepancy statement and any other relevant documents. The cost of retaining such independent public accounting firm shall be borne equally by Buyer and Seller. Such firm shall report its conclusions as to adjustments pursuant to this Section 2.4, which report shall be conclusive on both 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 as of the ClosingTBA Date, Buyer is determined determine to owe an amount to Seller, Buyer shall pay such amount to Seller, and if Seller is determined to owe an amount to Buyer, Seller shall pay such amount thereof to Buyer, in each case within ten (10) days of such determination, but subject to Section 6.10.

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 operation of the Stations earned or accrued up until midnight 11:59 p.m. on the day prior to the Closing Date, and all expenses, costs and liabilities, arising therefrom incurred, accrued or payable up until such time, including expenses arising from under the Stations up until midnight on the day prior to the Closing DateAssumed Contracts, including tower rentals, 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 and similar prepaid and deferred items, employee compensation pay 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 expenses, costs and liabilities incurred, payable or allocable in accordance with generally accepted accounting principles to the conduct of the business or and operations of the Stations each Station for the period ending at 11:59 p.m. on the day prior to the Closing Date, 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 of the business and operations of each 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 operations 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. The Purchase Price shall be increased by an amount equal to eighty percent of the face amount of Seller's Accounts Receivables. Seller shall be liable for all of the costs of employee compensation relating to each of the Stations properly attributable to or accruable on account of service with the Seller through 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, including ($80,000.00). A. Any adjustments 1) all Taxes and related contributions, vacations and sick pay and (2) all group medical, dental or prorations willdeath benefits for expenses incurred, insofar as feasiblerelated to or arising from, be determined and paid events occurring on or prior to 11:59 p.m. on the date prior to the Closing Date, with final settlement and payment being made in accordance with or death or disability occurring on or prior to 11:59 p.m. on the procedures set forth in Section 2.4B. B. Within sixty (60) days after 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 relating to each of the Stations, properly attributable or accruable thereafter on account of service with Buyer. Trade Deals shall deliver not be adjusted or prorated. Seller has entered into a Sales Agreement and Deposit Receipt with respect to Seller a certificate certain real property located in Manchester, New Hampshire (the "Closing CertificateManchester Tract"), signed by Buyer, providing a compilation copy of the adjustments and prorations which is set forth in Schedule 2.4. Subject to be made pursuant to this Section 2.4, together with such supporting evidence as Seller may reasonably request. If Seller shall conclude that the Closing Certificate does not accurately reflect the adjustments and prorations to be made pursuant to this Section 2.4, Seller shall, within thirty (30) days after its receipt of the Closing Certificate, provide to Buyer its written statement of any discrepancies believed to exist. If Seller notifies Buyer of its acceptance of Buyer's calculation of the Purchase Price or reasonable due diligence inspection which shall be completed by July 1, 1997, if Seller fails purchases the Manchester Tract prior to deliver its statement of discrepancies within the 30-day period specified in the preceding sentence, Buyer's determination of the Purchase Price shall be conclusive and binding on the parties as of the last day of the 30-day period. Seller and Buyer shall attempt jointly to resolve the discrepancies within fifteen (15) days after receipt of Seller's discrepancy statement, which resolution, if achieved, shall be binding upon all parties to this Agreement and not subject to dispute or review. If the parties cannot resolve the discrepancy to their mutual satisfaction within such fifteen (15) day period, Buyer or Seller may elect that the parties, jointly designate a regional or local branch of a nationally known independent public accounting firm to be retained to review the Closing Certificate together with Seller's discrepancy statement and any other relevant documents. The cost of retaining such independent public accounting firm shall be borne equally by Buyer and Seller. Such firm shall report its conclusions as to adjustments pursuant to this Section 2.4, which report shall be conclusive on both 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, Buyer is determined to owe an amount to Seller, Buyer shall pay such amount to Seller, and if Seller is determined to owe an amount to Buyer, Seller shall pay such amount thereof to Buyer, in each case within ten (10) days of such determination, but subject to Section 6.10.the Purchase

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 operation of the Stations earned or accrued up until midnight 11:59 p.m. on the day prior to the Closing Date, Date and all expenses, costs and liabilities, arising therefrom incurred, accrued or payable up until such time, including expenses arising from under the Stations up until midnight on the day prior to the Closing DateAssumed Contracts, including tower rentals, 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 and similar prepaid sick and deferred itemsemployee compensation pay, shall be prorated between Buyer and Seller in accordance with the principle that (i) Seller shall receive all earned or accrued revenues, and all refunds to Seller and deposits 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 of the business or and operations of the Stations each Station for the period ending at 11:59 p.m. on the day prior to the Closing Date, 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 of the business and operations of each 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 operations 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 each of the Stations properly attributable to or accruable on account of service with the Seller through 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, including ($80,000.001) all Taxes and related contributions, vacations and sick pay and (2) all group medical, dental or death benefits for claims 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 shall be liable for all of the costs of employee compensation relating to each of the Stations 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. A. Any adjustments (b) Adjustments or prorations pursuant to this Section 2.4 will, insofar as feasible, be determined and paid on the Closing DateDate based upon Seller's good faith calculation delivered to Buyer five days prior to the Closing Date and reasonably approved by Buyer, with final settlement and payment being made in accordance with by the procedures set forth in Section 2.4B. B. appropriate party occurring no later than 60 days after the Closing Date. Within sixty (60) 60 days after the Closing Date, Buyer shall deliver submit to Seller a certificate (the "Closing Certificate"), signed by Buyer, providing a compilation its good faith determination of the adjustments and or prorations to be made pursuant to 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, together with such supporting evidence as Seller may reasonably requestconsistently applied. If Seller shall conclude that disagrees with the Closing Certificate does not accurately reflect determination made by Buyer of the adjustments and prorations to be made pursuant to this Section 2.4adjustment, Seller shallshall give prompt written notice thereof, within thirty (30) but in no event later than 20 days after its receipt of the Closing Certificate, provide to Buyer its written statement of any discrepancies believed to exist. If Seller notifies Buyer of its acceptance notice of Buyer's calculation determination, specifying in reasonable detail the nature and extent of the Purchase Price or if disagreement, and Buyer and Seller fails shall have a period of 30 days in which to deliver its statement of discrepancies resolve the disagreement. If the parties are unable to resolve the disagreement within the 30-day period specified in period, the preceding sentence, Buyer's determination of the Purchase Price matter shall be conclusive and binding on the parties as of the last day of the 30-day period. Seller and Buyer shall attempt jointly submitted to resolve the discrepancies within fifteen (15) days after receipt of Seller's discrepancy statementCoopers & Lybr▇▇▇ ▇.▇.P., an independent certified public accounting firm, which resolution, if achieved, shall be binding upon all parties to this Agreement and not subject to dispute or review. If the parties cannot resolve the discrepancy to their mutual satisfaction within such fifteen (15) day period, Buyer or Seller may elect that the parties, jointly designate a regional or local branch of a nationally known independent public accounting firm to be retained to review the Closing Certificate together with Seller's discrepancy statement and any other relevant documents. The cost of retaining such independent public accounting firm shall be borne equally by directed to submit a final resolution within 30 days. The accounting firm's determination shall be binding on Buyer and Seller. Such firm Each party shall report bear the fees and expenses of its conclusions as own representatives, including its independent accountants, if any, and shall share equally the fees and expenses of Coopers & Lybr▇▇▇, ▇.L.P., if engaged, to adjustments pursuant resolve any disagreement between the parties. Within five Business Days following a final determination hereunder, the party obligated to make payment will make the payments determined to be due and owing in accordance with this Section 2.4, which report shall be conclusive on both 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, Buyer is determined to owe an amount to Seller, Buyer shall pay such amount to Seller, and if Seller is determined to owe an amount to Buyer, Seller shall pay such amount thereof to Buyer, in each case within ten (10) days of such determination, but subject to Section 6.10.