Common use of General Proration Clause in Contracts

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.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Mercury New Holdco, Inc.), Asset Purchase Agreement (LIN Media LLC), Asset Purchase Agreement (Media General Inc)

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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 CompaniesSeller, 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 Station 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.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Media General Inc), Asset Purchase Agreement (Media General Inc), Asset Purchase Agreement (Media General Inc)

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 WTGS TV, the Seller or the LIN CompaniesCompanies (or any of their Affiliates), 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 Station 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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (LIN Media LLC), Asset Purchase Agreement (Media General Inc)

General Proration. (a) All Station 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 Seller Tribune 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 Purchased Assets” and the “Prorated Assumed Liabilities”). Such Prorated Station Purchased Assets and Prorated Assumed Liabilities relating to the period prior to the Effective Time shall be for the account of the Seller Tribune 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 2.092.08, (i) Buyer shall be required to pay to the Seller Tribune the amount of any Prorated Station Purchased Asset previously paid for by the Seller Tribune, Xxxxxxxx or the LIN Companiesany of their respective Affiliates, 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 Tribune shall be required to pay pay, or Xxxxxxxx shall be required to cause to be paid, to Buyer the amount of any Prorated Assumed Liabilities to the extent they arise with respect to the operation of either or both any of the Stations prior to the Effective Time and are not assumed or paid for by the Seller Xxxxxxxx, Tribune or any of their respective Affiliates (the “Seller Prorated Amount”). Such payment by or on behalf of Buyer or the SellerTribune or Xxxxxxxx, 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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Tribune Media Co), Asset Purchase Agreement (Sinclair Broadcast Group Inc)

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 CompaniesXxxxxxxxxx Company, 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 Station 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Media General Inc)

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” 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 WTGS TV, the Seller or the LIN CompaniesCompanies (or any of their Affiliates), 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 Station 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mercury New Holdco, Inc.)

General Proration. (a) All Station Purchased Assets that would be classified as current assets in accordance with GAAPGAAP or assets under Program Rights agreements regardless of how classified, and all Assumed Liabilities that would be classified as current liabilities in accordance with GAAPGAAP or liabilities under Program Rights agreements regardless of how classified, 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 Purchased Assets” and the “Prorated Assumed Liabilities”). Such Prorated Station Purchased Assets and Prorated Assumed Liabilities relating to the period at or 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 Purchased Asset previously paid for by the Seller or the LIN CompaniesSeller, to the extent Buyer will receive a current benefit on and after the Effective Time with the understanding Time, provided that such amount should not have been recognized as an expense in accordance with GAAP at or 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 at or 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 as provided in Section 2.09(j) below, within ten (10) Business Days after the Final Settlement Statement becomes final and binding upon the parties.

Appears in 1 contract

Samples: Asset Purchase Agreement

General Proration. (a) All Station 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 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 Purchased Assets” and the “Prorated Assumed Liabilities”). Such Prorated Station Purchased 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 Purchased Asset previously paid for by the Seller or the LIN Companiesa High Plains Entity, to the extent Buyer will receive a current benefit on and after the Effective Time with the understanding Time, provided 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 Business 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc)

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General Proration. (a) All Station 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 Seller as of the earlier of the LMA Commencement Date and the Effective Time, including by taking into account the elapsed time or consumption of an asset during the month in which the LMA Commencement Date or the Effective Time Time, as the case may be, occurs (respectively, the “Prorated Station Purchased Assets” and the “Prorated Assumed Liabilities”). Such Prorated Station Purchased Assets and Prorated Assumed Liabilities relating to the period prior to the earlier of the LMA Commencement Date and the Effective Time shall be for the account of the Seller and those relating to the period on and after the earlier of the LMA Commencement Date and 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 Purchased Asset previously paid for by the Seller or the LIN CompaniesSeller, to the extent Buyer will receive a current benefit on and after the earlier of the LMA Commencement Date and the Effective Time with the understanding Time, provided that such amount should not have been recognized as an expense in accordance with GAAP prior to the earlier of the LMA Commencement Date and 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 the Business prior to the earlier of the Stations prior to LMA Commencement Date and 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) 10 Business Days after the Final Settlement Statement (as defined below) becomes final and binding upon the parties.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc)

General Proration. (a) All Station 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 Seller as of the earlier of the LMA Commencement Date and the Effective Time, including by taking into account the elapsed time or consumption of an asset during the month in which the LMA Commencement Date or the Effective Time Time, as the case may be, occurs (respectively, the “Prorated Station Purchased Assets” and the “Prorated Assumed Liabilities”). Such Prorated Station Purchased Assets and Prorated Assumed Liabilities relating to the period prior to the earlier of the LMA Commencement Date and the Effective Time shall be for the account of the Seller and those relating to the period on and after the earlier of the LMA Commencement Date and 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 Purchased Asset previously paid for by the Seller or the LIN CompaniesSeller, to the extent Buyer will receive a current benefit on and after the earlier of the LMA Commencement Date and the Effective Time with the understanding Time, provided that such amount should not have been recognized as an expense in accordance with GAAP prior to the earlier of the LMA Commencement Date and 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 the Business prior to the earlier of the Stations prior to LMA Commencement Date and 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc)

General Proration. (a) All Station Purchased Assets that would be classified as a current assets asset in accordance with GAAP, GAAP and all Assumed Liabilities (other than Assumed Liabilities and Purchased Assets that would be classified as current liabilities in accordance with GAAP, are the subject of Section 2.10 and Section 5.07) shall be prorated between Buyer on the one hand and Sellers on the Seller other hand as of 12:01 A.M. local California time, on the Closing Date (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 AssetsAssumed Liabilities” and the “Prorated Assumed LiabilitiesCurrent Purchased Assets”). Such Prorated Station Current Purchased Assets and Prorated Assumed Liabilities relating to the period prior to the Effective Time shall be for the account of the Seller 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 2.09, : (iA) Buyer shall be required to pay to the Seller Sellers the amount of any Prorated Station Asset Current Purchased Asset, previously paid for by the Seller or the LIN Companieseither Seller, to the extent Buyer will receive a current benefit on and after the Effective Time with the understanding Time, provided that such amount should not have been recognized as an expense in accordance with GAAP prior to the Effective Time (the “Buyer Prorated Amount”)Time; and (iiB) the Seller Sellers 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 Station 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 partiesTime.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc)

General Proration. (a) All Station Purchased Assets that would be classified as a current assets asset in accordance with GAAP, GAAP and all Assumed Liabilities (other than Assumed Liabilities and Purchased Assets that would be classified as current liabilities in accordance with GAAP, are the subject of Section 2.10 and 5.07) shall be prorated between Buyer on the one hand and Sellers on the Seller other hand as of 12:01 A.M. local California time, on the Closing Date (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" and the "Prorated Current Purchased Assets"). Such Prorated Station Current Purchased Assets and Prorated Assumed Liabilities relating to the period prior to the Effective Time shall be for the account of the Seller 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 2.09, : (iA) Buyer shall be required to pay to the Seller Sellers the amount of any Prorated Station Asset Current Purchased Asset, previously paid for by the Seller or the LIN Companieseither Seller, to the extent Buyer will receive a current benefit on and after the Effective Time with the understanding Time, provided that such amount should not have been recognized as an expense in accordance with GAAP prior to the Effective Time (the “Buyer Prorated Amount”)Time; and (iiB) the Seller Sellers 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 Station 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 partiesTime.

Appears in 1 contract

Samples: Asset Purchase Agreement (Young Broadcasting Inc /De/)

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