Common use of Closing Adjustments Clause in Contracts

Closing Adjustments. (a) All adjustments customary in asset acquisitions, including, without limitation, rents, security deposits, real estate taxes, water charges and other taxes and charges related to any Real Property, and any tax certiorari proceedings and refunds or assessments related thereto, if relating to a period before and after the Formation Closing, shall be apportioned between Seller and the LLC. All such adjustments shall be made at the time of the Formation Closing except for those adjustments that cannot be determined as of the Formation Closing. If such adjustment cannot be determined as of the Formation Closing it shall be determined as promptly as practicable following the end of the period to which it related and paid not later than two business days after such determination. Promptly after the final determination of all adjustments, the adjustments shall be netted, and any net adjustment amount owing shall be paid in cash by the Seller or the LLC, as the case may be, to the other. (b) Seller shall pay to the LLC at the time of the Formation Closing the aggregate amount of all prepayments made to or advances received by Seller under all Contracts being assigned to the LLC pursuant to this Agreement including, but not limited to, all deposits made with respect to such agreements for services to be rendered after the Formation Closing. (c) The LLC shall pay to Seller at the time of the Formation Closing the aggregate amount of all prepayments or advances made by the Seller under all Contracts assigned to and assumed by the LLC pursuant to this Agreement, but only to the extent such prepayments or advances apply to shipments to be made by vendors or received at the Terminal after the Formation Closing. LLC Interests; and Managing Member Appointment.ests; Consideration for 3.1 Purchase and Sale of LLC Interests. On the LLC Interest Closing date, and immediately after completion of the Formation Closing, Seller and AFFCO will sell and transfer to Buyer, and Buyer will purchase from Seller and AFFCO, free and clear of any liens or encumbrances of any nature whatsoever, an aggregate of 50,000 LLC Units in the LLC, which will represent fifty percent (50%) of the LLC Units owned by Seller, and fifty percent (50%) of the LLC Units owned by AFFCO, and which in the aggregate will represent fifty percent (50%) of all outstanding LLC Units (collectively the APurchased LLC Units@).

Closing Adjustments. 7.1 The closing of the transaction provided for in this Agreement (athe "Closing") All adjustments customary shall take place as soon as practicable after each of the conditions set forth in asset acquisitionsSection 8 have been fulfilled or waived in accordance herewith (the actual date of the Closing being referred to herein as the "Closing Date"); provided, includinghowever, without limitationthat in no event shall the Closing Date be subsequent to July 15, rents1997. In the event that the Closing Date does not occur on or prior to July 15, security deposits1997, real estate this Agreement shall automatically be deemed terminated and neither party shall have any further liabilities or obligations hereunder except that each party shall be responsible for paying their own expenses, including legal fees and Assignee shall pay the cost of the ALTA Survey and the Phase I environmental study. 7.2 The parties hereto agree that (i) all compensation payable to the County under the Lease and all other operating expenses of Assignor relating to the Lease (i.e., cost of goods sold, advertising, collections, fees, hired services, insurance, miscellaneous expenses, postage, repairs and maintenance, supplies, taxes, water charges utilities, wages and other taxes interest on indebtedness, but specifically not including professional fees and charges related to any Real Propertyexpenses, travel and lodging or depreciation), and any tax certiorari proceedings and refunds or assessments related thereto(ii) all income of Assignor, if relating to a period before and after the Formation Closingincluding accounts receivable, shall be apportioned between Seller Assignor and the LLC. All such adjustments shall be made at the time of the Formation Closing except for those adjustments that cannot be determined Assignee as of the Formation ClosingEffective Date based on the portion of each such expense or revenue attributable to the period falling before the Effective Date on the one hand, which Assignor shall bear the responsibility and benefit of, and the portion of each such expense or revenue attributable to the period falling on or after the Effective Date, on the other hand, which Assignee shall bear the responsibility and benefit of (the "Adjustment"). If such adjustment cannot The net Adjustment will be determined as paid by the party owing the same to the other in cash or by certified or official bank check or wire transfer. The expenses and liabilities for which Assignor shall be liable pursuant to this Section shall be included within the meaning of the Formation Closing it shall be determined as promptly as practicable following term "Retained Liabilities". 7.3 To the end extent that any of the period prorations made pursuant to which it related this Article are based upon estimates of payments to be made and/or expenses to be incurred by Assignee subsequent to the Closing Date, or either party discovers any errors in or omissions in respect of the Adjustment, Assignor and paid not later than two business days after Assignee agree to adjust such determination. Promptly after the final determination of all adjustments, the adjustments shall be netted, and any net adjustment amount owing shall be paid in cash prorations promptly upon receipt by the Seller Assignor or the LLCAssignee, as the case may be, of such payments or of bills or other documentation setting forth the actual amount of such expenses. 7.4 The Assignor hereby agrees that any and all property taxes which become due and owing on the Premises or Property and which relate to a period prior to the otherEffective Date shall upon notice by Assignee to Assignor, shall be paid promptly by Assignor. (b) Seller 7.5 Assignor and Assignee shall pay maintain and make available to each other any books or records necessary for the LLC at the time adjustment of the Formation Closing the aggregate amount of all prepayments made to or advances received by Seller under all Contracts being assigned to the LLC any item pursuant to this Agreement including, but not limited to, all deposits made with respect to such agreements for services to be rendered after Article. The provisions of this Article shall survive the Formation Closing. (c) The LLC shall pay to Seller at the time of the Formation Closing the aggregate amount of all prepayments or advances made by the Seller under all Contracts assigned to and assumed by the LLC pursuant to this Agreement, but only to the extent such prepayments or advances apply to shipments to be made by vendors or received at the Terminal after the Formation Closing. LLC Interests; and Managing Member Appointment.ests; Consideration for 3.1 Purchase and Sale of LLC Interests. On the LLC Interest Closing date, and immediately after completion of the Formation Closing, Seller and AFFCO will sell and transfer to Buyer, and Buyer will purchase from Seller and AFFCO, free and clear of any liens or encumbrances of any nature whatsoever, an aggregate of 50,000 LLC Units in the LLC, which will represent fifty percent (50%) of the LLC Units owned by Seller, and fifty percent (50%) of the LLC Units owned by AFFCO, and which in the aggregate will represent fifty percent (50%) of all outstanding LLC Units (collectively the APurchased LLC Units@).

Closing Adjustments. (a) All adjustments customary in asset acquisitionsThe following shall be apportioned, including, without limitation, rents, security deposits, adjusted and/or paid as follows: A. Any real estate taxes, water charges and other personal property taxes and charges related to any Real Property, and any tax certiorari proceedings and refunds or special assessments related thereto, if relating to a period before and after the Formation Closing, Subject Premises not yet due or payable shall be apportioned or prorated between Seller and the LLC. All such adjustments shall be made at the time of the Formation Closing except for those adjustments that cannot be determined Purchaser as of the Formation day of Closing. If such adjustment cannot be determined as of the Formation Closing it ; B. Seller shall be determined as promptly as practicable following responsible for payment of (i) all operating expenses related to the end of Subject Premises through the period to Closing Date, which it related and paid not later than two business days after such determination. Promptly after the final determination of all adjustments, the adjustments shall be netted, and any net adjustment amount owing shall be paid in cash full or arrangements made for such full payment prior to Closing; (ii) all amounts due under all reciprocal easement agreements or declarations referenced as exceptions on the Commitment through the Closing Date; (iii) all state, county, city and other real estate conveyance, tangible, intangible, stamp taxes, deed taxes and similar taxes and any other transfer taxes due upon Closing or required to be paid upon recording of the Special Warranty Deed; (iv) the recording cost to file and record any releases of Existing Encumbrances; (v) all costs associated with the title search, title exam, abstract, update and work fee and the costs of issuance of the Commitment; (vi) the premium for the standard coverage Owner’s Policy of Title Insurance; (vii) any commission due to the Broker (as defined below); and (viii) Seller’s attorney fees; C. Purchaser shall pay (i) the nominal recording cost to file and record the deed, any financing charges or loan costs associated with Purchaser’s financing, if any; (ii) the cost of Surveys; (iii) the cost of any endorsements Purchaser may require to the Owner’s Policy of Title Insurance and the difference to acquire ALTA Owner’s Extended Title Insurance Policy in excess of the premium for the standard coverage Owner’s Policy of Title Insurance, if any;; and (iv) Purchaser’s attorney fees and any other diligence or inspection costs incurred in the conduct of Purchaser’s inspection and examination of the Subject Premises; and D. Purchaser and Seller shall share equally any escrow fees/closing fees charged by the Seller or the LLC, as the case may be, to the otherEscrow Agent. (b) Seller shall pay to the LLC at the time of the Formation Closing the aggregate amount of all prepayments made to or advances received by Seller under all Contracts being assigned to the LLC pursuant to this Agreement including, but not limited to, all deposits made with respect to such agreements for services to be rendered after the Formation Closing. (c) The LLC shall pay to Seller at the time of the Formation Closing the aggregate amount of all prepayments or advances made by the Seller under all Contracts assigned to and assumed by the LLC pursuant to this Agreement, but only to the extent such prepayments or advances apply to shipments to be made by vendors or received at the Terminal after the Formation Closing. LLC Interests; and Managing Member Appointment.ests; Consideration for 3.1 Purchase and Sale of LLC Interests. On the LLC Interest Closing date, and immediately after completion of the Formation Closing, Seller and AFFCO will sell and transfer to Buyer, and Buyer will purchase from Seller and AFFCO, free and clear of any liens or encumbrances of any nature whatsoever, an aggregate of 50,000 LLC Units in the LLC, which will represent fifty percent (50%) of the LLC Units owned by Seller, and fifty percent (50%) of the LLC Units owned by AFFCO, and which in the aggregate will represent fifty percent (50%) of all outstanding LLC Units (collectively the APurchased LLC Units@).

Closing Adjustments. (a) All adjustments customary in asset acquisitionsOn, includingor as soon as possible after each Closing after the Initial Closing Date, without limitation, rents, security deposits, real estate taxes, water charges and other taxes and charges related the Manager shall apply the Additional Payments received by it from investors admitted to any Real Property, of the Partnerships at that Closing together with the amount subscribed by all such investors pursuant to clause 3.5(f) (or any equivalent provision of any other partnership agreement) in making payments to each of the Partnerships in such proportions as may be required so as to ensure (following any adjustments made under this clause 3.6 and after allocating the Management Fee to the Manager and the General Partner's Profit Share to the General Partner payable by reference to the Commitments of the Additional Partners with effect from the Initial Closing Date and after payment of any tax certiorari proceedings and refunds or assessments related thereto, if costs associated with any adjustments made under this clause 3.6 (other than any costs relating to a period before and after the Formation Closingstamp duty, stamp duty reserve tax or other transfer taxes arising from any reallocation or adjustment made pursuant hereto which shall be apportioned borne by those Limited Partners whose addition to any of the Partnerships results in such stamp duty, stamp duty reserve tax or other transfer taxes)) parity between Seller all of the Partnerships and parity between the LLCinvestors in each of the Partnerships. All In effecting such adjustments the Manager shall be made at the time of the Formation Closing except for those adjustments that cannot be determined as of the Formation Closing. If such adjustment cannot be determined as of the Formation Closing it shall be determined as promptly as practicable following the end of the period to which it related and paid not later than two business days after such determination. Promptly after the final determination of take all adjustments, the adjustments shall be netted, and any net adjustment amount owing shall be paid in cash by the Seller or the LLC, as the case may be, necessary steps including making payments to the otherother Partnerships and causing the Partnership to receive appropriate payments from the other Partnerships and shall thereupon allocate all payments so made or received among the Limited Partners in such a way that, in combination with similar provisions in the agreements constituting the other Partnerships, all investors in the Partnerships should be placed in the same economic position as if they had been admitted to the relevant Partnership on the Initial Closing Date. (b) Seller If the Partnerships shall pay have made any investment prior to the LLC at the time admission of any additional investors to any of the Formation Closing Partnerships then, following such admission, the calculation made pursuant to clause 5.3(b) hereof to establish the appropriate proportion of the Aggregate Acquisition Cost of the Investment to be paid by the Partnership shall be repeated (or if no previous calculation has been made a calculation shall be made hereunder) taking into account any increase in the aggregate amount commitments to any of the Partnerships and the increase in the aggregate commitments to the Fund. The Manager shall procure that, following such calculation, appropriate adjustments are made to the proportion of the aggregate investments held by each of the Partnerships by transferring appropriate portions of any relevant Acquisition Cost to such of the Partnerships as may be necessary and similarly causing the other Partnerships respectively to transfer appropriate portions of any relevant Acquisition Cost to each of the Partnerships and in all prepayments cases procuring that appropriate cash payments are made to or advances by the appropriate Partnership. The cash payments received by Seller any Partnership under all Contracts being assigned clause 3.6(a) and this clause 3.6(b) shall not be treated as the proceeds of realisation of an investment and accordingly shall be distributed to the LLC pursuant to this Agreement including, Limited Partners in repayment of Loans but not limited to, all deposits made with respect to in such agreements for services to case such amount shall be rendered after the Formation Closingcapable of being drawn down again from such Limited Partners. (c) The LLC Following the Final Closing Date the Manager shall pay cause the Partnership to Seller at receive payments from or make payments to the time of other Partnerships and cause the Formation Closing other Partnerships to make payments to the aggregate amount of all prepayments Partnership or advances made by the Seller under all Contracts assigned to and assumed by the LLC pursuant to this Agreement, but only each other (to the extent that such prepayments or advances apply reallocations have not taken place pursuant to shipments to be made by vendors or received at clauses 3.6(a) and (b) above) with the Terminal after intent that the Formation Closing. LLC Interests; and Managing Member Appointment.ests; Consideration for 3.1 Purchase and Sale of LLC Interests. On the LLC Interest Closing date, and immediately after completion expenses of the Formation Closing, Seller Partnerships and AFFCO will sell and transfer to Buyer, and Buyer will purchase from Seller and AFFCO, free and clear of any liens or encumbrances of any nature whatsoever, an aggregate of 50,000 LLC Units allocations made in the LLC, which will represent fifty percent (50%) respect of the LLC Units owned by Seller, and fifty percent (50%) of General Partner's Profit Share shall be allocated between the LLC Units owned by AFFCO, and which in Partnerships pro-rata to their aggregate Commitments on the aggregate will represent fifty percent (50%) of all outstanding LLC Units (collectively the APurchased LLC Units@)Final Closing Date.

Closing Adjustments. 9.1 The following adjustments shall be made as of midnight of the day preceding the Closing Date with respect to the Units: (a) All adjustments customary real estate taxes and assessments, if any (including water charges and sewer rents, if separately assessed), on the basis of the period for which assessed; provided, however, that there shall be no adjustment of real estate taxes, assessments, water and sewer charges and any other municipal or governmental assessments payable by a Tenant directly to the taxing authority under the Lease. (b) common charges and assessments for the month in asset acquisitionswhich title closes; and (c) subject to the provisions of sub-paragraph 18.6, rents and additional rents, including, without limitation, rentsTenant’s Tax Payments, security depositsTax Charges, real estate taxesCAM Expenses, CAM Charges, HVAC Charges, (as such terms are defined in the Leases) condenser water and hot water charges, due under the Leases if, as and when collected; provided, however, that there shall be no adjustment for any such charges which are payable by a Tenant directly to the taxing authority or any utility company under the Leases. 9.2 If a Unit has been separately assessed but the closing of title occurs before the tax rate is fixed, adjustment of taxes shall be based upon the latest tax rate applied to the most recent applicable assessed valuation. Installments for tax assessments due after the delivery of the deed(s), if any, shall be paid by Purchaser and other taxes and charges related to shall not be considered a defect in title. 9.3 If as of Closing, any Real Property, and any tax certiorari proceedings and refunds or all of the Units shall be or shall have been affected by an assessment or assessments related theretowhich are or may become payable in annual installments of which the first installment is then a charge or lien, if relating to a period before and after or has been paid, then the Formation Closing, installment for the year in which Closing occurs shall be apportioned between Seller and Purchaser as of 11:59 p.m. of the LLC. All such adjustments day immediately preceding Closing and Purchaser shall be made at responsible for any installments due thereafter unless and to the time extent the same is paid in arrears. 9.4 Adjustments and apportionments shall be calculated on the basis of the Formation Closing except for those adjustments that cannot be determined as actual number of the Formation Closing. If such adjustment cannot be determined as of the Formation Closing it shall be determined as promptly as practicable following the end of days in the period to for which it related and paid not later than two business days after such determination. Promptly after the final determination of all adjustments, the adjustments shall be netted, and any net adjustment amount owing shall be paid in cash by the Seller payments were made or the LLCare due, as the case may be. The “Customs in Respect of Title Closings” recommended by The Real Estate Board of New York, Inc., as amended to date, shall apply to the otheradjustments and other matters therein mentioned except as otherwise provided herein. (b) Seller 9.5 Any errors or omissions calculating apportionments at closing shall pay be corrected and, any payment shall be made to the LLC at proper party promptly after discovery. The provisions of this subsection shall survive the time Closing for a period of the Formation Closing the aggregate amount of all prepayments made to or advances received by Seller under all Contracts being assigned to the LLC pursuant to this Agreement including, but not limited to, all deposits made with respect to such agreements for services to be rendered after the Formation Closingsix (6) months. (c) The LLC shall pay to Seller at the time of the Formation Closing the aggregate amount of all prepayments or advances made by the Seller under all Contracts assigned to and assumed by the LLC pursuant to this Agreement, but only to the extent such prepayments or advances apply to shipments to be made by vendors or received at the Terminal after the Formation Closing. LLC Interests; and Managing Member Appointment.ests; Consideration for 3.1 Purchase and Sale of LLC Interests. On the LLC Interest Closing date, and immediately after completion of the Formation Closing, Seller and AFFCO will sell and transfer to Buyer, and Buyer will purchase from Seller and AFFCO, free and clear of any liens or encumbrances of any nature whatsoever, an aggregate of 50,000 LLC Units in the LLC, which will represent fifty percent (50%) of the LLC Units owned by Seller, and fifty percent (50%) of the LLC Units owned by AFFCO, and which in the aggregate will represent fifty percent (50%) of all outstanding LLC Units (collectively the APurchased LLC Units@).

Closing Adjustments. (a) All The adjustments customary provided for below in asset acquisitions, including, without limitation, rents, security deposits, real estate taxes, water charges and other taxes and charges related to any Real Property, and any tax certiorari proceedings and refunds or assessments related thereto, if relating to a period before and after the Formation Closing, shall be apportioned between Seller and the LLC. All such adjustments this Section 3.2 shall be made at as of Closing with respect to each of TCI and Century (the time net amount of such adjustments being referred to herein as the Formation "TCI Closing except for those adjustments that cannot be Adjustment" as made with respect to TCI and as the "Century Closing Adjustment" as made with respect to Century and as the "Closing Adjustments" as made with respect to either or both TCI and Century). The Closing Adjustments as preliminarily determined as of the Formation Closing. If such adjustment cannot Closing Date shall be determined taken into account in determining Aggregate Gross Fair Market Value, as specified in Section 3.1 Upon final determination of the Closing Adjustments, contribution shall be made by TCI LLC or Century Exchange to the Partnership in accordance with Section 3.3(c). (a) Appropriate adjustments on a pro rata basis as of the Formation Closing it shall Time will be made with respect to each of TCI and Century for all prepaid expenses other than inventory (but only to the extent the full benefit of such prepaid expenses will be realizable by the Partnership within 12 months after the Closing Date), and for all accrued expenses (including real and personal property taxes), copyright fees and franchise or license fees or charges, prepaid income, subscriber prepayments and, subject to paragraph (e) below, accounts receivable related to such party's Cable Business, all as determined as promptly as practicable following in accordance with GAAP consistently applied and to reflect the end principle that all expenses and income attributable to such party's Cable Business for the period through and including the Closing Time are for the account of such party, and all expenses and income attributable to such party's Cable Business for the period after the Closing Time are for the account of the period to which it related and paid not later than two business days after such determination. Promptly after the final determination of all adjustments, the adjustments shall be netted, and any net adjustment amount owing shall be paid in cash by the Seller or the LLC, as the case may be, to the otherPartnership. (b) Seller All advance payments to, or funds of third parties on deposit with, TCI or Century as of the Closing Time and relating to such party's Cable Business, including advance payments and deposits (including any accrued interest on such deposits) by subscribers served by such party's Cable Business for converters, encoders, decoders, cable television service and related sales, shall pay be assumed by, and credited to the LLC account of, the Partnership. (c) There shall be credited to the Partnership the economic value of all accrued vacation time that the Partnership credits after the Closing Time to the employees of TCI and Century that are hired by the Partnership pursuant to Section 7.3(g), where economic value is the amount equal to the cash compensation that would be payable to each such employee at his or her level of compensation on the time Closing Date for a period equal to such employee's credited accrued vacation. (d) All deposits relating to the business and operations of each party's Systems that are held by third parties as of the Formation Closing Time for the account of such party or as security for such party's performance of its obligations, including deposits on leases and deposits for utilities, will be credited to the account of such party in their full amounts and will become the property of the Partnership; provided that no adjustment will be made for any deposits the full benefit of which for contractual or other reasons cannot be made available to the Partnership within 12 months following the Closing Time. (e) Neither TCI nor Century will receive credit for any of its (i) accounts receivable resulting from cable television service sales any portion of which is 60 days or more past due as of the Closing Time, (ii) accounts receivable resulting from advertising sales any portion of which is 120 days or more past due as of the Closing Time; provided, that each party shall receive credit for advertising accounts receivable from national and regional representation accounts that are assigned to the other party at Closing in an amount equal to 100% of the face amount of such accounts receivable regardless of the age thereof, or (iii) accounts receivable from customers whose accounts are inactive or whose service is pending disconnection for any reason as of the Closing Time. For purposes of making "past due" calculations under this paragraph, the billing statements of a System will be deemed to be due and payable on the first day of the period during which the service to which such billing statements relate is provided. (f) There shall be debited to the accounts of TCI and Century, an amount equal to the upgrade deduction for each party specified on SCHEDULE 1.9 (the "Upgrade Deductions"); provided that the Upgrade Deduction for each party shall be reduced by the aggregate amount of all prepayments capital expenditures made by such party during the period from November 1, 1997 through the Closing Date relating to or advances received by Seller under all Contracts being assigned upgrades and rebuilds of System plant capacity and associated items (including headend sites and headend equipment to the LLC pursuant to this Agreement including, but not limited to, all deposits made with respect to such agreements for services to be rendered after the Formation Closingexpand channel capacity). (cg) The LLC There shall pay be credited to Seller at the time accounts of TCI and Century all capital expenditures made by such party relating to the Formation Closing launch of digital or internet services, including the purchase of digital converters but not including digital converters purchased in the ordinary course of business to replace lost, stolen or defective digital converters. (h) There shall be credited to the accounts of TCI and Century, an amount equal to the aggregate amount of all prepayments or advances made capital expenditures reasonably estimated by the Seller under all Contracts assigned other party to and assumed be incurred by the LLC pursuant Partnership after Closing to this Agreement, but only assure that the Computer and Other Systems received by it are Year 2000 Ready; provided that the amount so estimated shall be subject to the extent such prepayments or advances apply to shipments to dispute resolution procedures set forth in Section 3.3. (i) The adjustments provided for in this Section 3.2 will be made by vendors or received at the Terminal after the Formation Closingwithout duplication. LLC Interests; and Managing Member Appointment.ests; Consideration for 3.1 Purchase and Sale of LLC Interests. On the LLC Interest Closing dateIn addition, and immediately after completion none of the Formation Closing, Seller and AFFCO adjustments provided for in this Section 3.2 will sell and transfer be made with respect to Buyer, and Buyer will purchase from Seller and AFFCO, free and clear any Excluded Assets or with respect to any item of any liens income or encumbrances of any nature whatsoever, expense related to an aggregate of 50,000 LLC Units in the LLC, which will represent fifty percent (50%) of the LLC Units owned by Seller, and fifty percent (50%) of the LLC Units owned by AFFCO, and which in the aggregate will represent fifty percent (50%) of all outstanding LLC Units (collectively the APurchased LLC Units@)Excluded Asset.

Closing Adjustments. The following are to be apportioned as of 11:59 p.m. on the day immediately preceding the Closing Date (athe "Adjustment Date"), provided that the Purchase Price is received by Seller no later than 2:00 p.m. Eastern Time on the Closing Date (and in the event the Purchase Price is not received by 2:00 p.m. Eastern Time on the Closing Date, then as of 11:59 p.m. on the date on which the Closing occurs), subject in all cases to the rights of tenants under their Leases: real estate taxes, sewer rents and taxes, water rates and charges (to the extent not accounted for pursuant to clause (iii) All adjustments customary below), vault charges and taxes, business improvement district taxes and assessments and any other governmental taxes, charges or assessments levied or assessed against the Property (collectively, "Property Taxes"), on the basis of the respective periods for which each is assessed or imposed, to be apportioned in asset acquisitionsaccordance with Section 6.1(b) hereof; charges (to the extent not accounted for pursuant to clause (iii) below) for all other public utilities, including, without limitation, steam, electricity and gas (to the extent the owner of the Units is responsible for payment thereof). The rights to the return of any deposits with utility companies shall be retained by Seller and Seller will not receive any credit at Closing for such deposits. Purchaser shall promptly upon request of Seller put up any replacement deposit which may be required by a utility company as a precondition to the release of Seller's deposit; base rents, security depositsfixed rents, additional rents, escalation rents, percentage rents and any other rents paid or payable for the billing period in progress on the Closing Date, as and when collected; it being agreed that to the extent, on the Adjustment Date, base rent, fixed rent, additional rents, escalation rents, percentage rents or other rents have not been collected for such billing period, then each such item shall be adjusted retroactively to the Adjustment Date (and such adjustment paid) no later than thirty (30) days after each such item has been collected. Percentage rent, payments or reimbursements on account of operating expenses and real estate taxes, water utility charges and any other taxes payments, reimbursements or contributions by tenants under the Leases shall be prorated as follows: (y) with respect to percentage rents (if any), Purchaser shall furnish to Seller promptly upon receipt copies of all sales reports from tenants who owe percentage rent for any period prior to the Adjustment Date, whereupon the percentage rent due (if any) shall be promptly calculated and charges related prorated between Seller and Purchaser as of the Adjustment Date; and (z) the amount of any other rents, payments, reimbursements or contributions to be made by any tenant shall be computed in accordance with such tenant's Lease as existing as of the Adjustment Date, and (provided that such tenant's rent payments are not in arrears) Purchaser shall remit to Seller Seller's pro rata portion of such rents, payments, reimbursements or contributions (based upon apportionment being made as of the Adjustment Date) promptly after such rents, payments, reimbursements or contributions have been collected by Purchaser from such tenant. If Seller has collected estimated amounts of prepayments in excess of any tenant's pro rata share, (i) Seller shall promptly remit said excess to Purchaser after notice from Purchaser and after such excess is verified by a review or analysis of estimated prepayments in accordance with such tenant's Lease, (ii) Purchaser shall promptly remit to the applicable tenant any such excess paid over to Purchaser pursuant to the preceding clause (i), and (iii) Purchaser shall indemnify and hold Seller harmless from all claims, demands, causes of actions, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) asserted against or incurred by Seller in connection with or arising out of Purchaser's failure to fulfill its obligations pursuant to the preceding clause (ii) of this sentence; permit fees and license fees with respect to any assigned permits and licenses; charges and payments under the terminated Contracts or permitted renewals or replacements thereof; wages and fringe benefits (including, without limitation, vacation pay, sick days, health, welfare, pension and disability benefits) and other compensation payable to all personnel employed at the Property; administrative charges on security deposits held pursuant to the Leases (provided the same are permitted to be charged pursuant to the applicable Leases); fuel, if any, as estimated by Seller's supplier, at current cost, together with any sales taxes payable in connection therewith, if any (a letter from Seller's fuel supplier shall be conclusive evidence as to the quantity of fuel on hand and the current cost therefor); Common Charges; and such other items that, in New York, New York, are customarily prorated, adjusted or paid in accordance with the "customs in respect to title closings" recommended by The Real Estate Board of New York, Inc., as amended and in effect on the Closing Date, in connection with the sale of property similar to the Property, consistent with the terms and any tax certiorari proceedings and refunds or assessments related thereto, if relating to a period before and after the Formation Closing, provisions of this Agreement. Property Taxes shall be apportioned between Seller and on the LLCbasis of the fiscal period for which assessed. All If the Closing Date shall occur either before an assessment is made or a tax rate is fixed for the tax period in which the Closing Date occurs, the apportionment of such adjustments Property Taxes based thereon shall be made at the time Closing Date by applying the tax rate for the preceding year to the latest assessed valuation (or, if none, other basis of valuation, including, without limitation, written opinions of tax adjusters or as otherwise agreed to by Seller and Purchaser), but, promptly after the Formation Closing except assessment and/or tax rate for those adjustments that cannot be determined as of the Formation Closing. If such adjustment cannot be determined as of current year are fixed, the Formation Closing it apportionment thereof shall be determined as promptly as practicable following the end of the period to which it related recalculated and paid not later than two business days after such determination. Promptly after the final determination of all adjustments, the adjustments shall be netted, and any net adjustment amount owing shall be paid in cash by the Seller or the LLCPurchaser, as the case may be, shall promptly make an appropriate payment to the other. (b) other based on such recalculation. If as of the Closing Date the Property or any portion thereof shall be affected by any special or general assessments which are or may become payable in installments of which the first installment is then a lien and has become payable, Seller shall pay the unpaid installments of such assessments which are due prior to the LLC Closing Date and Purchaser shall pay the installments which are due on or after the Closing Date. If there are water meters at the time Property, the unfixed water rates and charges and sewer rents and taxes covered by meters, if any, shall be apportioned (i) on the basis of an actual reading done within thirty (30) days prior to the Adjustment Date, or (ii) if such reading has not been made, on the basis of the Formation last available reading. If the apportionment is not based on an actual current reading, then upon the taking of a subsequent actual reading, the parties shall, within ten (10) business days following notice of the determination of such actual reading, readjust such apportionment and Seller shall deliver to Purchaser or Purchaser shall deliver to Seller, as the case may be, the amount determined to be due upon such readjustment. Charges for all electricity, steam, gas and other utility services shall be billed to Seller's account up to the Adjustment Date and, from and after the Adjustment Date, all utilities shall be billed to Purchaser's account, other than charges for utility services relating solely to the period up to the Adjustment Date, which shall be billed directly to, and be paid directly by, Seller. If for any reason such changeover in billing is not practicable as of the Closing Date, as to any utility service, such utility service shall be apportioned on the aggregate basis of actual current readings or, if such readings have not been made, on the basis of the most recent bills that are available. If any apportionment is not based on an actual current reading, then upon the taking of a subsequent actual reading, the parties shall, within ten (10) business days following notice of the determination of such actual reading, readjust such apportionment and Seller shall promptly deliver to Purchaser, or Purchaser shall promptly deliver to Seller, as the case may be, the amount determined to be due upon such readjustment. If a ▇▇▇▇ is rendered by a utility company after the Closing and covers the period up to the Adjustment Date, then such ▇▇▇▇ shall be paid by Seller. If a ▇▇▇▇ is rendered by a utility company after the Closing and covers a period prior to and after the Adjustment Date, then such ▇▇▇▇ shall be apportioned between Seller and Purchaser, but such ▇▇▇▇ shall be paid by Purchaser. All funds in any operating accounts, reserve accounts or any other accounts pertaining to the Property on the Adjustment Date, whether in the name of all prepayments made Seller or Existing Property Manager, shall (subject to or advances received the terms of any applicable Leases and the adjustments required under this Agreement) be retained by Seller or applied as Seller shall direct, and all cash, coins and ▇▇▇▇▇ cash to which Seller is entitled (including without limitation, in coin operated machines) located on the Property shall be counted by Seller or Existing Property Manager on the Adjustment Date and the same shall be remitted to Seller by Existing Property Manager. The security deposits and advance rents with respect to the Leases (together with interest accrued thereon, if any, less a 1% administrative fee if such cash security deposit has been deposited in an interest bearing account) shall not be prorated, but instead shall be paid over to Purchaser on the Closing Date; provided, however, that, if such security deposits or advance rents are in the possession or control of Existing Property Manager, at Purchaser's request Seller shall direct Existing Property Manager in writing to retain possession or control thereof for the benefit of Purchaser. Promptly after the Closing, Seller shall transfer or cause to be transferred to Purchaser any and all letters of credit and the Seller's interest in any certificates of deposit held by Seller as security for a tenant's performance under all Contracts any of the Leases being assigned to Purchaser. If any such letter of credit is non-transferable, Seller shall use its good faith efforts to have such letter of credit reissued in the LLC pursuant to this Agreement including, but not limited to, all deposits made with respect to such agreements for services to be rendered after the Formation Closing. name of Purchaser (c) The LLC shall pay to Seller at the time of the Formation Closing the aggregate amount of all prepayments or advances made by the Seller under all Contracts assigned to Seller's sole cost and assumed by the LLC pursuant to this Agreement, but only to the extent such prepayments or advances apply to shipments to be made by vendors or received at the Terminal after the Formation Closing. LLC Interests; and Managing Member Appointment.ests; Consideration for 3.1 Purchase and Sale of LLC Interests. On the LLC Interest Closing dateexpense), and immediately after completion of the Formation Closingfailing that, Seller agrees to continue holding any such non-transferable letter of credit and AFFCO agrees to present the letter of credit for payment or to release the letter of credit on the written instructions of Purchaser and will sell remit any funds collected thereunder to Purchaser (less any reasonable costs of collection), provided that Seller is indemnified and transfer to Buyerheld harmless from and against any liability, and Buyer will purchase from Seller and AFFCO, free and clear of any liens cost or encumbrances of any nature whatsoever, an aggregate of 50,000 LLC Units in the LLC, which will represent fifty percent (50%) of the LLC Units owned by Seller, and fifty percent (50%) of the LLC Units owned by AFFCO, and which in the aggregate will represent fifty percent (50%) of all outstanding LLC Units (collectively the APurchased LLC Units@)expense as a result thereof.

Closing Adjustments. (a) 4.3.1 All adjustments income and expenses arising from the conduct of the business and operation of the Station shall be prorated between Purchaser and Benedek in accordance with customary proration practices in asset acquisitionsbroadcasting acquisitions as of 11:59 p.m. local time, includingOdessa, Texas, on the Closing Date. Such prorations shall include, without limitation, rents, security depositsall ad valorem, real estate taxes, water charges and other property taxes and charges related to any Real Property, and any tax certiorari proceedings and refunds or assessments related thereto, if relating to a period before and after (but excluding taxes arising by reason of the Formation Closing, transfer of the Assets as contemplated hereby which shall be apportioned between Seller paid as set forth in Section 9.6 and the LLC. All such adjustments taxes based on income of Benedek), business and license fees (including, without limitations FCC regulatory fees which shall be made at the time sole responsibility of Benedek for the Formation Closing except year-ended December 31, 1999 and which shall be prorated between Benedek and Purchaser for those adjustments that cannot be determined the year-ended December 31, 2000 as of the Formation Closing. If such adjustment cannot be determined as Closing Date), lease payments, payments made pursuant to Assumed Contracts, rents, wages and salaries of employees (excluding accruals for commissions, vacation and sick pay), utility expenses, water and sewer use charges, time sales agreements, pre-paid fees and expenses to the extent Purchaser will receive a benefit thereof, and all other income and expenses attributable to the ownership and operation of the Formation Closing it Station. Benedek acknowledges, however, that the consideration hereunder for the Assets includes consideration for the contracts and commitments of Benedek relating to motion pictures and other programming and for barter receivables arising in connection with trade-out agreements and that no further payment to Benedek or proration shall be due in respect thereof. Prorations under this Section 4.3 to the extent possible shall be determined as and paid on the Closing Date with final settlement thereof to occur, to the extent possible, within 60 calendar days after the Closing Date in accordance with Sections 4.3.2 and 4.3.3 below. 4.3.2 As promptly as practicable following the end of the period to which it related and paid not later than two business practicable, but in any event within 60 calendar days after such determinationthe Closing, Benedek shall cause to be prepared and delivered to Purchaser a schedule of its proposed prorations (which shall set forth in reasonable detail the basis for those determinations) (the "Final Prorations Schedule"). Promptly after the final determination of all adjustments, the adjustments The Final Prorations Schedule shall be nettedconclusive and binding on Purchaser and Benedek shall pay to Purchaser, and any net adjustment amount owing or Purchaser shall be paid in cash by the Seller or the LLCpay to Benedek, as the case may be, any amount due as a result of such adjustment, unless Purchaser provides Benedek with written notice of objection (the "Notice of Disagreement") within 20 calendar days after Purchaser's receipt of the Final Proration Schedule, which notice shall state the prorations of expenses proposed by Purchaser ("Purchaser's Proration Amount"). Benedek shall have 15 calendar days from receipt of a Notice of Disagreement to accept or reject Purchaser's Proration Amount. Payment pursuant to this Section 4.3.2 shall be due within 15 calendar days after the last to occur of (i) Purchaser's failure to reject the Final Prorations Schedule within 20 calendar days after Purchaser's receipt of the Final Prorations Schedule or, (ii) Benedek's failure to reject Purchaser's Proration Amount within 15 calendar days of Benedek's receipt of a Notice of Disagreement. 4.3.3 In the event of any disputes between the parties as to the other. prorations and adjustments described in Section 4.3, the amounts not in dispute shall nonetheless be promptly paid and such disputes shall be determined by an independent certified public account of national recognition that does not then have a relationship with Benedek or Purchaser, or any of their respective Affiliates, mutually acceptable to Benedek and Purchaser, with the fees and expenses of such accountant being shared equally by Benedek and Purchaser. Any payment required by Benedek to Purchaser or Purchaser to Benedek, as the case may be, under this Section shall be paid by wire transfer of immediately available funds to an account designated by such party. If either Benedek or Purchaser fails to pay when due any amount under Section 4.3, interest on such amount will accrue from the date payment was due to the date such payment is made at a rate per annum equal the lesser of (bA) Seller the generally prevailing prime interest rates (as reported by the Wall Street Journal) plus five percentage points (5%), or (B) the maximum amount permitted by applicable law, and such interest shall be payable upon demand. Notwithstanding the provisions of Sections 4.3.1 and 4.3.2, if the amount of any taxes to be prorated pursuant to Section 4.3 is not known by 60 calendar days after the Closing, then the amount will be estimated as of such date, and once the amount of such taxes is known, Benedek shall pay to the LLC at the time of the Formation Closing the aggregate amount of all prepayments made to Purchaser, or advances received by Seller under all Contracts being assigned to the LLC pursuant to this Agreement including, but not limited to, all deposits made with respect to such agreements for services to be rendered after the Formation Closing. (c) The LLC Purchaser shall pay to Seller at Benedek, as the time case may be, the net amount due as a result of the Formation Closing the aggregate amount actual apportionment of all prepayments or advances made by the Seller under all Contracts assigned to and assumed by the LLC pursuant to this Agreement, but only to the extent such prepayments or advances apply to shipments to be made by vendors or received at the Terminal after the Formation Closing. LLC Interests; and Managing Member Appointment.ests; Consideration for 3.1 Purchase and Sale of LLC Interests. On the LLC Interest Closing date, and immediately after completion of the Formation Closing, Seller and AFFCO will sell and transfer to Buyer, and Buyer will purchase from Seller and AFFCO, free and clear of any liens or encumbrances of any nature whatsoever, an aggregate of 50,000 LLC Units in the LLC, which will represent fifty percent (50%) of the LLC Units owned by Seller, and fifty percent (50%) of the LLC Units owned by AFFCO, and which in the aggregate will represent fifty percent (50%) of all outstanding LLC Units (collectively the APurchased LLC Units@)taxes.

Closing Adjustments. (a) All adjustments customary in asset acquisitions9.1 Subject to Paragraph 16 hereof, including, without limitation, rents, security deposits, real estate taxes, water charges and other taxes and charges related to any Real Property, and any tax certiorari proceedings and refunds or assessments related thereto, if relating to a period before and after the Formation Closing, shall be apportioned between Seller and the LLC. All such following adjustments shall be made at the time as of midnight of the Formation day preceding the Closing except for those adjustments that cannot be determined as of Date with respect to the Formation Closing. If such adjustment cannot be determined as of Unit: (a) real estate taxes and assessments, if any (including water charges and sewer rents, if separately assessed), on the Formation Closing it shall be determined as promptly as practicable following the end basis of the period to for which it related and paid not later than two business days after such determination. Promptly after the final determination of all adjustments, the adjustments shall be netted, and any net adjustment amount owing shall be paid in cash by the Seller or the LLC, as the case may be, to the other.assessed; (b) Seller shall pay to Common Charges for the LLC at the time of the Formation Closing the aggregate amount of all prepayments made to or advances received by Seller under all Contracts being assigned to the LLC pursuant to this Agreement including, but not limited to, all deposits made with respect to such agreements for services to be rendered after the Formation Closing.month in which title closes; and (c) accrued rent and any other charges pursuant to an interim lease or use and occupancy agreement, if any, covering the Unit. 9.2 If a Unit has been separately assessed but the closing of title occurs before the tax rate is fixed, adjustment of taxes shall be based upon the latest tax rate applied to the most recent applicable assessed valuation. Installments for tax assessments due after the delivery of the deed, if any, shall be paid by Purchaser and shall not be considered a defect in title. If a Unit has not been separately assessed as of the Closing Date for the then current tax period, the adjustment under subsection 9.1(a) hereof shall be based upon the assessment for the Property and the percentage interest in the General Common Elements appurtenant to the Unit. 9.3 Purchaser hereby agrees that, if either Purchaser or Sponsor obtains a refund for real estate taxes paid (or a credit for such taxes to be paid) on Purchaser’s Unit, Purchaser and Sponsor will apportion the refund (as well as the costs and/or fees for obtaining the refund or credit) based on the percentage of time for which the refund or credit is obtained during which each party hereto owned the Unit in question. The LLC provisions of this subsection shall survive the closing of title. 9.4 The “Customs in Respect of Title Closings” recommended by The Real Estate Board of New York, Inc., as amended to date, shall apply to the adjustments and other matters therein mentioned except as otherwise provided herein. 9.5 Any errors or omissions in computing apportionments shall be corrected and payment made to the proper party after discovery. The provisions of this subsection shall survive the Closing. 9.6 In the event that Purchaser fails to close title to the Unit on the date originally scheduled for the closing of title, postpones the closing for any reason, or is deemed at fault for not timely sending notice of a title defect as provided in Article 8 above, and title thereafter closes, then: (a) the closing apportionments shall be made as of the originally scheduled closing date regardless of when the actual closing of title occurs; and (b) Purchaser shall pay to Seller Sponsor interest at the time rate of 0.04% per day (or such lower rate per day which is the Formation legal limit, if 0.04% per day exceeds the legal limit) on the total purchase price, computed from the original Closing Date until this transaction is actually closed. If, through no fault of Purchaser, Sponsor postpones the aggregate amount of all prepayments or advances made by originally scheduled Closing Date, the Seller under all Contracts assigned to and assumed by the LLC pursuant to this Agreement, but only foregoing provisions shall apply to the extent such prepayments or advances apply rescheduled Closing Date if Purchaser fails for any reason to shipments to be made by vendors or received at close title on the Terminal after the Formation Closing. LLC Interests; and Managing Member Appointment.ests; Consideration for 3.1 Purchase and Sale of LLC Interests. On the LLC Interest rescheduled Closing date, and immediately after completion of the Formation Closing, Seller and AFFCO will sell and transfer to Buyer, and Buyer will purchase from Seller and AFFCO, free and clear of any liens or encumbrances of any nature whatsoever, an aggregate of 50,000 LLC Units in the LLC, which will represent fifty percent (50%) of the LLC Units owned by Seller, and fifty percent (50%) of the LLC Units owned by AFFCO, and which in the aggregate will represent fifty percent (50%) of all outstanding LLC Units (collectively the APurchased LLC Units@)Date.

Closing Adjustments. (a) All The adjustments customary provided for below in asset acquisitions, including, without limitation, rents, security deposits, real estate taxes, water charges and other taxes and charges related to any Real Property, and any tax certiorari proceedings and refunds or assessments related thereto, if relating to a period before and after the Formation Closing, shall be apportioned between Seller and the LLC. All such adjustments this Section 3.2 shall be made at the time of the Formation Closing except for those adjustments that cannot be determined as of Closing with respect to each of TCI and Insight (the Formation Closing. If net amount of such adjustment cannot be determined adjustments being referred to herein as of the Formation "TCI Closing it shall be determined Adjustment" as promptly made with respect to TCI and as practicable following the end of "Insight Closing Adjustment" as made with respect to Insight and as the period "Closing Adjustments" as made with respect to which it related either or both TCI and paid not later than two business days after such determination. Promptly after Insight), with TCI paying the final determination of all adjustments, the adjustments shall be netted, and any net adjustment amount owing shall be paid in cash by the Seller Company or the LLCCompany paying TCI, as the case may be, and with Insight paying the Company or the Company paying Insight, as the case may be. Subject to Section 3.2(i), the Insight Closing Adjustment shall be made in respect of both the Insight Systems and the Exchange Systems. If the estimated TCI Closing Adjustment or Insight Closing Adjustment is to be paid to the otherCompany, such payment may be made in whole or in part by reducing the TCI Permitted Debt or the Insight Permitted Debt, as applicable. If the estimated TCI Closing Adjustment or Insight Closing Adjustment is to be paid by the Company, such payment may be made in whole or in part by increasing the TCI Permitted Debt or the Insight Permitted Debt, as applicable. (a) months after the Closing Date), accrued expenses (including real and personal property taxes), copyright fees and franchise or license fees or charges, prepaid income, subscriber prepayments and, subject to paragraph (e) below, accounts receivable related to such party's Cable Business (and in the case of Insight those related to the Exchange Systems) to the extent specified in Section 3.2(e), all as determined in accordance with GAAP consistently applied and to reflect the principle that all expenses and income attributable to such party's Cable Business (and in the case of Insight attributable to the Exchange Systems) for the period through and including the Closing Time are for the account of such party, and all expenses and income attributable to such party's Cable Business (and in the case of Insight attributable to the Exchange Systems) for the period after the Closing Time are for the account of the Company. (b) Seller shall pay All advance payments to, or funds of third parties on deposit with, TCI or Insight as of the Closing Time and relating to such party's Cable Business (or in the case of Insight relating to the LLC Exchange Systems), including advance payments and deposits (including any accrued interest on such deposits) by subscribers served by such party's Cable Business (or in the case of Insight by the Exchange Systems) for converters, encoders, decoders, cable television service and related sales, shall be assumed by, and credited to the account of, the Company. (c) There shall be credited to the Company the economic value of all accrued vacation time that the Company credits after the Closing Time to the employees of Insight and TCI that are hired by the Company pursuant to Section 7.3(g), where economic value is the amount equal to the cash compensation that would be payable to each such employee at his or her level of compensation on the time Closing Date for a period equal to such employee's credited accrued vacation. (d) All deposits relating to the business and operations of each party's Systems (and in the case of Insight those relating to the Exchange Systems) that are held by third parties as of the Formation Closing Time for the account of such party or as security for such party's performance of its obligations, including deposits on leases and deposits for utilities, will be credited to the account of such party in their full amounts and will become the property of the Company; provided that no adjustment will be made for any deposits the full benefit of which for contractual or other reasons cannot be made available to the Company within 12 months following the Closing Time. (e) Neither TCI nor Insight will receive credit for any of its (i) accounts receivable resulting from cable television service sales any portion of which is 60 days or more past due as of the Closing Date, or (ii) accounts receivable from customers whose accounts are inactive or whose service is pending disconnection for any reason as of the Closing Date. TCI and Insight will receive credit for their accounts receivable resulting from cable television service sales the entire portion of which are 0-59 days past due as of the Closing Date in an amount equal to 99% of the face amount of such accounts receivable. For purposes of making "past due" calculations under the foregoing sentence, the billing statements of a System (including an Exchange System) will be deemed to be due and payable on the first day of the period during which the service to which such billing statements relate is provided. TCI and Insight will receive credit for their advertising accounts receivable as follows: (i) 100% of the face amount of the advertising accounts receivable which are outstanding 30 days or less from the invoice date, (ii) 95% of the face amount of all advertising accounts receivable which are outstanding more than 30 but fewer than 61 days from the invoice date, (iii) 80% of the face amount of all advertising accounts receivable which are outstanding more than 60 but fewer than 91 days from the invoice date, and (iv) 50% of the face amount of all advertising accounts receivable which are outstanding more than 90 but fewer than 121 days from the invoice date. Neither TCI nor Insight will receive credit for advertising accounts receivable which are outstanding more than 120 days from the invoice date. Notwithstanding the foregoing, each of TCI and Insight will receive credit for 100% of the face amount of their advertising accounts receivable from national and regional representation accounts, regardless of the age thereof. The obligations of TeleCable Corporation under the Agreement dated as of December 8, 1992 between it and Insight with respect to the period prior to Closing are not affected by this Agreement. For purposes of this Section 3.2(e), Insight's accounts receivable shall include accounts receivable related to the Exchange Systems for which it gave TCI credit under the Exchange Agreement. (f) Each of TCI and Insight shall receive a credit equal to the aggregate amount of all prepayments capital expenditures made by such party during the period from January 1, 1998 through the Closing Date relating to (i) upgrades and rebuilds of System plant capacity and associated items (including headend sites and headend equipment to expand channel capacity), and (ii) the launch of digital services, including the purchase of digital converters but not including digital converters purchased in the ordinary course of business to replace lost, stolen or advances received defective digital converters. For purposes of this Section 3.2(f), Insight shall receive credit for any credit it gave to TCI pursuant to Section 3.2(f) of the Exchange Agreement. (g) Any amounts paid, or accrued as a current liability, prior to Closing by Seller under all Contracts being assigned TCI or its Affiliates with respect to retroactive franchise fees in respect of TCI's Systems, or by Insight or its Affiliates with respect to retroactive franchise fees in respect of Insight's Systems that have not been collected prior to Closing will be credited to the LLC account of TCI or Insight, as applicable, in their full amounts to the extent that (i) such amounts can legally be passed through to and collected from subscribers of the TCI Systems or Insight Systems after Closing, and (ii) no agreement has been entered into prohibiting the collection of such amounts, with such amounts upon collection being assets of the Company. For purposes of this Section 3.2(g), Insight shall receive credit for any credit it gave to TCI pursuant to Section 3.2(g) of the Exchange Agreement. (h) The adjustments provided for in this Agreement includingSection 3.2 will be made without duplication. In addition, but not limited to, all deposits none of the adjustments provided for in this Section 3.2 will be made with respect to such agreements for services any Excluded Asset or with respect to be rendered after the Formation Closingany item of income or expense related to an Excluded Asset. (ci) The LLC shall pay to Seller at parties presently intend that the time adjustments made in respect of the Formation Closing the aggregate amount of all prepayments or advances made by the Seller under all Contracts assigned to and assumed by the LLC Exchange Systems pursuant to Section 3 of the Exchange Agreement will be made between TCI and the Company directly without the necessity of Insight making any duplicating adjustments with the Company pursuant to Section 3 of this Agreement. If for any reason Insight and TCI determine that the foregoing procedure may have adverse tax or other consequences to Insight, but only TCI or the Company, Insight and TCI will cooperate in all reasonable respects to give effect to the adjustments contemplated with respect to the Exchange Systems in a manner that preserves the benefit of the economic bargain between Insight and TCI and avoids any such adverse consequences, provided that to the extent such prepayments Insight would be required to make any payment to the Company (or advances apply to shipments to be made by vendors or received at decrease the Terminal after the Formation Closing. LLC Interests; and Managing Member Appointment.ests; Consideration for 3.1 Purchase and Sale amount of LLC Interests. On the LLC Interest Closing date, and immediately after completion of the Formation Closing, Seller and AFFCO will sell and transfer to Buyer, and Buyer will purchase from Seller and AFFCO, free and clear Insight Permitted Debt) in respect of any liens such duplicating adjustments, Insight shall not be required to make such payment (or encumbrances of give effect to any nature whatsoever, an aggregate of 50,000 LLC Units such decrease) until it receives a payment from TCI pursuant to the Exchange Agreement in the LLCamount of such payment or decrease. Notwithstanding the foregoing, which will represent fifty percent (50%) for purposes of making the calculations specified on Schedule II of the LLC Units owned by SellerAgreement, and fifty percent (50%) the Insight Closing Adjustment will include the adjustments in respect of the LLC Units owned by AFFCO, and which in the aggregate will represent fifty percent (50%) of all outstanding LLC Units (collectively the APurchased LLC Units@)Exchange Systems.

Closing Adjustments. 6.1 The closing of the transactions provided for in this Agreement shall take place simultaneously with the execution and delivery of this Agreement (athe "Closing"). (The actual date of the Closing shall be referred to herein as the "Closing Date"). 6.2 The parties hereto agree that (i) All adjustments customary in asset acquisitionsall compensation payable to the City and County under the Licenses and all other operating expenses of Assignor relating to the Concessions (i.e., includingcost of goods sold, without limitationadvertising, rentscollections, security depositsfees, real estate hired services, insurance, miscellaneous expenses, postage, repairs and maintenance, supplies, taxes, water charges utilities, wages and other taxes interest on indebtedness, but specifically not including professional fees and charges related to any Real Propertyexpenses, travel and lodging or depreciation), and any tax certiorari proceedings and refunds or assessments related thereto(ii) all income of Assignor derived from Assignor's operations under the Licenses, if relating to a period before and after the Formation Closingincluding accounts receivable, shall be apportioned between Seller Assignor and the LLC. All such adjustments shall be made at the time of the Formation Closing except for those adjustments that cannot be determined Assignees as of the Formation ClosingClosing Date based on the portion of each such expense or revenue attributable to the period falling on or before the Closing Date on the one hand, which Assignor shall bear the responsibility and benefit of, and the portion of each such expense or revenue attributable to the period falling after the Closing Date, on the other hand, which Assignees shall bear the responsibility and benefit of (the "Adjustment"). If such adjustment cannot The net Adjustment will be determined as paid by the party owing the same to the other in cash or by certified or official bank check or wire transfer. The expenses and liabilities for which Assignor shall be liable pursuant to this Section shall be included within the meaning of the Formation Closing it shall be determined as promptly as practicable following term "Retained Liabilities". 6.3 To the end extent that any of the period prorations made pursuant to which it related this Article are based upon estimates of payments to be made and/or expenses to be incurred by Assignees subsequent to the Closing Date, or either party discovers any errors in or omissions in respect of the Adjustment, Assignor and paid not later than two business days after Assignees agree to adjust such determination. Promptly after the final determination of all adjustments, the adjustments shall be netted, and any net adjustment amount owing shall be paid in cash prorations promptly upon receipt by the Seller Assignor or the LLCAssignees, as the case may be, to of such payments or of bills or other documentation setting forth the otheractual amount of such expenses. (b) Seller 6.4 Assignor and Assignees shall pay maintain and make available to each other any books or records necessary for the LLC at the time adjustment of the Formation Closing the aggregate amount of all prepayments made to or advances received by Seller under all Contracts being assigned to the LLC any item pursuant to this Agreement including, but not limited to, all deposits made with respect to such agreements for services to be rendered after Article. The provisions of this Article shall survive the Formation Closing. (c) The LLC shall pay to Seller at the time of the Formation Closing the aggregate amount of all prepayments or advances made by the Seller under all Contracts assigned to and assumed by the LLC pursuant to this Agreement, but only to the extent such prepayments or advances apply to shipments to be made by vendors or received at the Terminal after the Formation Closing. LLC Interests; and Managing Member Appointment.ests; Consideration for 3.1 Purchase and Sale of LLC Interests. On the LLC Interest Closing date, and immediately after completion of the Formation Closing, Seller and AFFCO will sell and transfer to Buyer, and Buyer will purchase from Seller and AFFCO, free and clear of any liens or encumbrances of any nature whatsoever, an aggregate of 50,000 LLC Units in the LLC, which will represent fifty percent (50%) of the LLC Units owned by Seller, and fifty percent (50%) of the LLC Units owned by AFFCO, and which in the aggregate will represent fifty percent (50%) of all outstanding LLC Units (collectively the APurchased LLC Units@).

Closing Adjustments. The prorations and adjustments described in this Section 10 (collectively the "Closing Adjustments") shall be made between Buyer and Seller at Closing or thereafter in accordance with the following: (a) All adjustments customary state and county ad valorem taxes and similar impositions levied or imposed upon or assessed against the Property (the "Taxes") for the year in asset acquisitionswhich Closing occurs shall be prorated as of the Closing Date. (b) Unless Buyer initiates new utility accounts or contracts with the applicable utility providers, all utility charges (including, without limitation, rentstelephone, security depositswater, real estate taxesstorm and sanitary sewer, water charges electricity, gas, garbage and other taxes and charges related waste shall be prorated as of the Closing Date, transfer fees required with respect to any Real Propertysuch utility shall be paid by or charged to Buyer, and Seller shall be credited with any tax certiorari proceedings deposits transferred to the account of Buyer; (c) All sums paid by parties under the Facility Agreements, shall be prorated as of the Closing Date; (d) Unless otherwise agreed to in writing by Seller and refunds Buyer, (i) All Property income and receivables relating to periods prior to the Closing Date shall remain the property of Seller; (ii) All Property income and receivables relating to periods commencing on or assessments related theretoafter the Closing Date shall be the property of Buyer. Income from the Property received for/during the month of the Closing shall be prorated between Seller and Buyer; and (iii) All other items of expense and income regarding the operation and ownership of the Property shall be prorated as of the Closing Date. (e) The parties acknowledge that not all invoices for expenses incurred with respect to the Property prior to the Closing will be received by the Closing and that a mechanism needs to be in place so that such invoices can be paid as received. All of the Closing Adjustments will be done on an interim basis at the Closing and will be subject to final adjustment in accordance with this Section 10(e). After Closing, if relating upon receipt by Buyer of an invoice for the Property's operating expenses that are attributable in whole or in part to a period before prior to the Closing and after the Formation that were not apportioned at Closing, Buyer shall be apportioned between within ten (10) days submit to Seller and the LLCa copy of such invoice with such additional supporting information as Seller shall reasonably request. All Within ten (10) days of receipt of such adjustments shall be made at the time of the Formation Closing except for those adjustments that cannot be determined as of the Formation Closing. If such adjustment cannot be determined as of the Formation Closing it shall be determined as promptly as practicable following the end of the period to which it related and paid not later than two business days after such determination. Promptly after the final determination of all adjustmentscopy, the adjustments shall be netted, and any net adjustment amount owing shall be paid in cash by the Seller or the LLC, as the case may be, to the other. (b) Seller shall pay to the LLC at the time of the Formation Closing the aggregate Buyer an amount of all prepayments made to or advances received by Seller under all Contracts being assigned equal to the LLC pursuant portion of such invoice attributable to this Agreement including, but not limited to, all deposits made with respect to such agreements for services to be rendered after the Formation Closingperiod ending on the Closing Date. (cf) The LLC shall pay to Seller at In the time event that any of the Formation Closing prorations or adjustments described in this Section 10 are based upon estimated or erroneous information, then the aggregate amount parties shall make between themselves any equitable adjustment required by reason of all prepayments any difference between such estimated or advances made erroneous amounts and the actual amounts of such sums within ten (10) days following the receipt by the Seller under all Contracts assigned to parties of information correcting or finalizing such estimated or erroneous information. In making the prorations required by this Section 10, the economic burdens and assumed by the LLC pursuant to this Agreement, but only to the extent such prepayments or advances apply to shipments to be made by vendors or received at the Terminal after the Formation Closing. LLC Interests; and Managing Member Appointment.ests; Consideration for 3.1 Purchase and Sale benefits of LLC Interests. On the LLC Interest Closing date, and immediately after completion ownership of the Formation Closing, Seller and AFFCO will sell and transfer Property for the Closing Date shall be allocated to Buyer, and Buyer will purchase from Seller and AFFCO, free and clear . The provisions of any liens or encumbrances this Section 10 shall survive Closing for a period of any nature whatsoever, an aggregate of 50,000 LLC Units in the LLC, which will represent fifty percent twelve (50%12) of the LLC Units owned by Seller, and fifty percent (50%) of the LLC Units owned by AFFCO, and which in the aggregate will represent fifty percent (50%) of all outstanding LLC Units (collectively the APurchased LLC Units@)months.

Closing Adjustments. 6.1 The closing of the transactions provided for in this Agreement shall take place simultaneously with the execution and delivery of this Agreement (athe "Closing"). (The actual date of the Closing shall be referred to herein as the "Closing Date"). 6.2 The parties hereto agree that (i) All adjustments customary in asset acquisitionsall compensation payable to Landlord under the Lease and all other operating expenses of Assignor relating to the Premises or the Business (i.e., includingcost of goods sold, without limitationadvertising, rentscollections, security depositsfees, real estate hired services, insurance, miscellaneous expenses, postage, repairs and maintenance, supplies, taxes, water charges utilities, but specifically not including wages and interest on indebtedness, professional fees and expenses, travel and lodging or depreciation), and (ii) all income of Assignor derived from Assignor's operation of the Business or relating to the Premises, including accounts receivable and rent and other taxes and charges related to any Real Property, and any tax certiorari proceedings and refunds or assessments related thereto, if relating to a period before and after under the Formation ClosingSubleases, shall be apportioned between Seller Assignor and the LLC. All such adjustments shall be made at the time of the Formation Closing except for those adjustments that cannot be determined Assignee as of the Formation ClosingClosing Date based on the portion of each such expense or revenue attributable to the period falling on or before the Closing Date on the one hand, which Assignor shall bear the responsibility and benefit of, and the portion of each such expense or revenue attributable to the period falling after the Closing Date, on the other hand, which Assignees shall bear the responsibility and benefit of (the "Adjustment"). If such adjustment cannot The net Adjustment will be determined as paid by the party owing the same to the other in cash or by certified or official bank check or wire transfer. The expenses and liabilities for which Assignor shall be liable pursuant to this Section shall be included within the meaning of the Formation Closing it shall be determined as promptly as practicable following term "Retained Liabilities". 6.3 To the end extent that any of the period prorations made pursuant to which it related this Article are based upon estimates of payments to be made and/or expenses to be incurred by Assignees subsequent to the Closing Date, or either party discovers any errors in or omissions in respect of the Adjustment, Assignor and paid not later than two business days after Assignees agree to adjust such determination. Promptly after the final determination of all adjustments, the adjustments shall be netted, and any net adjustment amount owing shall be paid in cash prorations promptly upon receipt by the Seller Assignor or the LLCAssignee, as the case may be, to of such payments or of bills or other documentation setting forth the otheractual amount of such expenses. (b) Seller 6.4 Assignor and Assignee shall pay maintain and make available to each other any books or records necessary for the LLC at the time adjustment of the Formation Closing the aggregate amount of all prepayments made to or advances received by Seller under all Contracts being assigned to the LLC any item pursuant to this Agreement including, but not limited to, all deposits made with respect to such agreements for services to be rendered after Article. The provisions of this Article shall survive the Formation Closing. (c) The LLC shall pay to Seller at the time of the Formation Closing the aggregate amount of all prepayments or advances made by the Seller under all Contracts assigned to and assumed by the LLC pursuant to this Agreement, but only to the extent such prepayments or advances apply to shipments to be made by vendors or received at the Terminal after the Formation Closing. LLC Interests; and Managing Member Appointment.ests; Consideration for 3.1 Purchase and Sale of LLC Interests. On the LLC Interest Closing date, and immediately after completion of the Formation Closing, Seller and AFFCO will sell and transfer to Buyer, and Buyer will purchase from Seller and AFFCO, free and clear of any liens or encumbrances of any nature whatsoever, an aggregate of 50,000 LLC Units in the LLC, which will represent fifty percent (50%) of the LLC Units owned by Seller, and fifty percent (50%) of the LLC Units owned by AFFCO, and which in the aggregate will represent fifty percent (50%) of all outstanding LLC Units (collectively the APurchased LLC Units@).