General Proration. (a) All Station Assets that would be classified as current assets in accordance with GAAP, and all Assumed Liabilities that would be classified as current liabilities in accordance with GAAP, shall be prorated between Buyer and the Seller as of the Effective Time, including by taking into account the elapsed time or consumption of an asset during the month in which the Effective Time occurs (respectively, the “Prorated Station Assets” and the “Prorated Assumed Liabilities”). Such Prorated Station Assets and Prorated Assumed Liabilities relating to the period prior to the Effective Time shall be for the account of the Seller and those relating to the period on and after the Effective Time for the account of Buyer and shall be prorated accordingly. In accordance with this Section 2.09, (i) Buyer shall be required to pay to the Seller the amount of any Prorated Station Asset previously paid for by the Seller or the LIN Companies, to the extent Buyer will receive a current benefit on and after the Effective Time with the understanding that such amount should not have been recognized as an expense in accordance with GAAP prior to the Effective Time (the “Buyer Prorated Amount”); and (ii) the Seller shall be required to pay to Buyer the amount of any Prorated Assumed Liabilities to the extent they arise with respect to the operation of either or both of the Stations prior to the Effective Time and are not assumed or paid for by the Seller (the “Seller Prorated Amount”). Such payment by Buyer or the Seller, as the case may be, shall be made within ten (10) Business Days after the Final Settlement Statement becomes final and binding upon the parties.
General Proration. All current assets (excluding Cash, Accounts Receivable and any Taxes) and all current liabilities (including accounts payable, bonus and other incentive payments payable, other payables, accrued liabilities for talent, accrued salaries and wages, accrued employee benefits, accrued expenses and accrued deferred income or compensation and excluding any Taxes) arising from the conduct of the business or operations of KEYE shall be prorated between Granite and Buyer as of the Effective Time, taking into account the elapsed time or consumption of an asset during the relevant time period in which the Closing occurs. Such current assets and current liabilities relating to the period prior to the Effective Time shall be for the account of Granite and those relating to the period after the Effective Time shall be for the account of Buyer, and shall be prorated accordingly. Buyer shall be required to pay the amount of any current assets, previously paid for by a Seller, for which Buyer will receive a benefit after the Closing and which do not relate to the period prior to the Closing. Granite shall be required to pay the amount of any current liabilities assumed by Buyer for which a Seller received a benefit prior to the Closing and which do not relate to the period after the Closing. Payments due under film or programming license agreements for the month in which the Closing occurs shall be prorated based on the number of days in such month on or before the Closing Date and the number of days in such month after the Closing Date. Notwithstanding the foregoing, Sellers shall be responsible for (a) any overdue amounts under film or programming license agreements to the extent relating to periods prior to the Closing, and (b) any payments that contractually have been deferred but for which a Seller has already received the benefit of the asset to which they relate prior to Closing. In addition, (i) there shall be no adjustment for any difference between the value of the goods or services to be received by Sellers as of the Effective Time under Trade Agreements relating to KEYE and the value of any advertising time remaining to be run by Sellers as of the Effective Time under Trade Agreements relating to KEYE, and (ii) there shall be no proration for accrued employee sick leave and accrued employee vacation time. The items included in the current assets and current liabilities referred to above shall be the same items included in the line items "Current assets" and "C...
General Proration. (a) Except as provided in the Local Marketing Agreement, all Station Assets that would be classified as assets in accordance with GAAP, and all Assumed Obligations that would be classified as liabilities in accordance with GAAP (including accrued but unpaid commissions, but excluding equity non-cash compensation), shall be prorated between Buyer and Seller as of the Effective Time, including by taking into account the elapsed time or consumption of an asset during the month in which the Effective Time occurs (respectively, the “Prorated Station Assets” and the “Prorated Assumed Obligations”). Except as provided in the Local Marketing Agreement, such Prorated Station Assets and Prorated Assumed Obligations relating to the period prior to the Effective Time shall be for the account of Seller and those relating to the period on or after the Effective Time for the account of Buyer and shall be prorated accordingly.
General Proration. (a) All Purchased Assets that would be classified as current assets in accordance with GAAP or assets under Program Rights agreements regardless of how classified, and all Assumed Liabilities that would be classified as current liabilities in accordan... (b) Such prorations shall include all ad valorem and other property Taxes, FCC regulatory fees, utility expenses, retransmission consent payments, liabilities and obligations under Contracts (including Program Rights Agreements), rents and similar pre... (c) Notwithstanding anything in this Section 2.09 to the contrary, (i) except as set forth in this clause (c), with respect to Tradeout Agreements for the sale of time for goods or services assumed by Buyer, if at the Effective Time, the Stations have... (d) Notwithstanding anything in this Section 2.09 to the contrary, accrued vacation for Transferred Employees that is assumed by Buyer and actually granted to Transferred Employees shall be included in the prorations. There shall be no proration of s... (e) At least five (5) Business Days prior to the Closing Date, Seller shall provide Buyer with a good faith estimate of the prorations contemplated by this Section 2.09 (the “Estimated Settlement Statement”). Any payment required to be made by either ... (f) Within sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Seller a proposed proration of assets and liabilities in the manner described in this Section 2.09 (the “Settlement Statement”) setting forth Seller Prorated Amount ... (g) Seller shall provide reasonable access to such employees, books, records, financial statements, and its independent auditors as Buyer reasonably believes is necessary or desirable in connection with its preparation of the Settlement Statement. (h) During the thirty (30)-day period following the receipt of the Settlement Statement, Seller and its independent auditors shall be permitted to review and make copies reasonably required of, (i) the financial statements relating to the Settlement S... (i) The Settlement Statement shall become final and binding (the “Final Settlement Statement”) upon the parties on the forty-fifth (45th) day following delivery thereof, unless Seller gives written notice of its disagreement with the Settlement Statem... (j) Within ten (10) Business Days after the Final Settlement Statement becomes final and binding upon the parties, (i) Buyer shall be required to pay to Seller the amount, if any, by which the Final Adjustment is ...
General Proration. (a) All income and expenses from the ownership or holding of the Station Assets shall be prorated between Seller and Buyer as of Commencement or the Effective Time, as applicable, with all expenses incurred or income earned prior to Commencement or the Effective Time, as applicable, for the account of Seller (including income earned from advertising which has been broadcast on the Station prior to Commencement or the Effective Time, as applicable, but not yet billed), and all income earned and expenses incurred after Commencement or the Effective Time, as applicable, for the account of Buyer.
General Proration. (a) All Station Assets that would be classified as assets in accordance with GAAP, and all Assumed Obligations that would be classified as liabilities in accordance with GAAP (including accrued but unpaid commissions, but excluding equity non-cash compensation), shall be prorated between Buyer and Seller as of the Effective Time, including by taking into account the elapsed time or consumption of an asset during the month in which the Effective Time occurs (respectively, the “Prorated Station Assets” and the “Prorated Assumed Obligations”). Such Prorated Station Assets and Prorated Assumed Obligations relating to the period prior to the Effective Time shall be for the account of Seller and those relating to the period on or after the Effective Time for the account of Buyer and shall be prorated accordingly.
General Proration. Section 2.10 Programming Proration Section 2.11 Capital Lease Obligation Proration Section 2.12 The Benefits Proration
General Proration. (a) All Purchased Assets that would be classified as current assets in accordance with GAAP, and all Assumed Liabilities that would be classified as current liabilities in accordance with GAAP, shall be prorated between Buyer and the Sellers as of the Effective Time, including by taking into account the elapsed time or consumption of an asset during the month in which the Effective Time occurs (respectively, the “Prorated Purchased Assets” and the “Prorated Assumed Liabilities”). Such Prorated Purchased Assets and Prorated Assumed Liabilities relating to the period prior to the Effective Time shall be for the account of the Sellers and those relating to the period on and after the Effective Time for the account of Buyer and shall be prorated accordingly. In accordance with this Section 2.08, (i) Buyer shall be required to pay to the Sellers the
General Proration. Unless otherwise specified herein amounts payable in this Agreement for any partial calendar month at the beginning or end of the term of this Agreement which is calculated on the basis of a full calendar year shall be computed on a daily basis to reflect the actual number of days in said partial month at an amount equal to one-three hundred sixty-fifth (1/365th) of such payment for each day of said partial month.
General Proration. 6 1.8 Effect of Local Marketing Agreement.............................................................9
