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) The Purchase Price shall be increased or decreased as required to effectuate the proration of income and expenses. All revenues income and expenses arising from the ownership operation of the Assets, earned or accrued until midnight on the day Systems prior to the Closing DateEffective Time, including Basic Customer fees, Bulk Customer fees, premium channel fees, installation fees, advertising fees, service charges, franchise fees, pole and other rental charges payable in respect to cable television service, all expenses, costs or liabilities, arising therefrom incurred, accrued or payable up until such time including, without limitation, business, licenserefund liabilities due to customers for the pre-closing period under any Rate Regulatory Reduction Order applicable to the Systems, utility charges, real and personal property Taxes taxes and assessments levied against the Assets, salesmen advances, property and equipment rentals, applicable copyright or other fees, sales and service charges and Taxes services charges, taxes (other than income Taxes, which shall be Seller's sole responsibility except for all Taxable periods ending prior to the Closing Date, and those Taxes taxes arising from the sale and transfer of the AssetsAssets hereunder), whichand similar prepaid and deferred items, 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) that 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 costs, obligations and liabilities incurredliabilities, payable or and shall be entitled to receive all income, allocable to the operation conduct of the Business business or operations of the Systems for the period prior to the Closing Date and (ii) Buyer shall receive all revenues earned or accruedEffective Time, and Buyer shall be responsible for all expenses, costs costs, obligations and liabilities incurredliabilities, payable or and shall be entitled to receive all income, allocable to the operation conduct of the Business for business or operations of the period commencing on and continuing Systems after the Closing Date (Effective Time; provided, however, that -------- ------- 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 2.6 and 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 employeesbe entitled to all income from Accounts Receivable in accordance with Section 2.4(b).

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 (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)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 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).

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 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 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. ------------