Common use of General Proration Clause in Contracts

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 "Current liabilities" on the balance sheet as of March 31, 1999 set forth on SCHEDULE 4.9 and such items shall be calculated in accordance with GAAP as consistently applied by Sellers.

General Proration. All current assets Except as otherwise expressly specified in this Agreement, the operation of the Business and the income and normal operating expenses, including accrued liabilities (excluding Cashincluding, Accounts Receivable and any Taxesaccrued payment obligations 17 under Contracts) and all current liabilities prepaid expenses (including accounts payablethe security deposits identified on Schedule 2.5.1), 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 attributable thereto through the Effective Time shall be for the account of Granite Sellers and those relating thereafter for the account of Buyer (for purposes of this Section 2.5, all unused vacation leave pursuant to Section 9.3 will be treated as accrued liabilities). Expenses for goods or services received both before and after the Effective Time, real and personal property Taxes and assessments, regulatory fees assessed by the FCC for fiscal year 2006, power and utilities charges and rents and similar prepaid and deferred items shall be prorated, based on the number of days, between Sellers and Buyer as of the Effective Time. All special assessments and similar charges or liens imposed against the Broadcasting Assets and/or the KBWB Licenses in respect of any period of time through the Effective Time, whether payable in installments or otherwise, shall be the responsibility of Sellers, and amounts with respect to such special assessments, charges or liens in respect of any period of time after the Effective Time shall be for the account responsibility of Buyer, and such charges shall be adjusted as required hereunder. Regulatory fees shall be prorated accordinglybased upon the amount of such fees as assessed for fiscal year 2005, with an adjustment to be made once such fees for fiscal year 2006 are established by the FCC. Buyer No adjustment or proration shall be required made in favor of Sellers for any amount by which the fair market value of the goods or services to pay be received by the Station under any Trade Agreements or Barter Agreements as of the Effective Time exceeds the fair market value of any advertising time remaining to be run by the Station. An adjustment and proration shall be made in favor of Buyer to the extent that the amount of any current assetsadvertising time remaining to be run by the Station under any Trade Agreements or Barter Agreements as of the Effective Time exceeds by more than Fifty Thousand Dollars ($50,000.00) in the aggregate the fair market value of the goods or services to be received by the Station as of the Effective Time. For purposes of the Aggregate Consideration adjustment procedure set forth in Section 2.5.2, previously paid for by a Seller, for which Buyer will receive a benefit (a) the aggregate total of the amounts allocable to the conduct of the Business prior to the Effective Time but payable after the Closing (and which do not relate to the period paid prior to the Closing. Granite ) shall be required referred to pay as the amount “Seller Pro Rata Amount” and (b) the aggregate total of any current liabilities assumed by Buyer for which a Seller received a benefit the amounts allocable to the conduct of the Business following the Effective Time but paid 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 (including security deposits identified on Schedule 2.5.1) shall be prorated based on referred to as 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. “Buyer Pro Rata Amount.” Notwithstanding the foregoing, there shall be no adjustment for, and Sellers shall be responsible for (a) any overdue amounts under film or programming license agreements any Contracts relating to Program Rights 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, Closing and (iic) there shall be no proration for accrued employee sick leave and accrued employee vacation timeany Retained Liabilities. The items included in the current assets revenues and current liabilities expenses referred to above shall be the same items included in the line items "Current assets" and "Current liabilities" on the balance sheet as of March 31, 1999 set forth on SCHEDULE 4.9 and such items shall be calculated in accordance with GAAP as consistently applied by Sellers.

General Proration. All current assets Except as otherwise expressly specified in this Agreement, the expenses, including accrued liabilities (excluding Cashincluding, Accounts Receivable and any Taxesaccrued payment obligations under Assumed Contracts) and all current liabilities (including accounts payable, bonus and other incentive payments payable, other payablesprepaid expenses, accrued liabilities for talentpersonal leave, accrued salaries vacation pay, 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 through the Effective Time shall be for the account of Granite the Sellers and those relating thereafter shall be for the account of the Purchaser. Expenses for goods or services received or to be received after the Closing, including for real and personal property Taxes and assessments, power and utilities charges and rents and similar prepaid and deferred items shall be prorated, based on the number of days before and after the Effective Time, between the Sellers and the Purchaser, respectively. All special assessments and similar charges or liens imposed against the Broadcasting Assets and/or the FCC Licenses in respect of any period of time through the Effective Time, whether payable in installments or otherwise, shall be the responsibility of the Sellers, and amounts with respect to such special assessments, charges or liens in respect of any period of time after the Effective Time shall be for the account responsibility of Buyerthe Purchaser, and such charges shall be prorated accordinglyadjusted as required hereunder. Buyer No adjustment or proration shall be required made with respect to pay Accounts Receivable, Receivables or any revenue or income attributable to any Accounts Receivable or Receivable. An adjustment and proration shall be made in favor of (a) the Purchaser to the extent that the amount of any current assetsadvertising time remaining to be run by the Station under any Trade Agreements or Barter Agreements as of the Effective Time exceeds the fair market value of the goods or services to be received by the Station as of the Effective Time, previously paid for and (b) the Sellers to the extent the fair market value of the goods or services to be received by a Sellerthe Station as of the Effective Time exceeds the amount of any advertising time remaining to be run by the Station under any Trade Agreements or Barter Agreements as of the Effective Time. For purposes of the Purchase Price adjustment procedure set forth in Section 2.4(b), for which Buyer will receive a benefit (i) the aggregate total of the amounts allocable to the conduct of the Business prior to the Effective Time but payable after the Closing (and which do not relate to the period paid prior to the Closing. Granite ) shall be required referred to pay as the amount “Sellers Pro Rata Amount” and (ii) the aggregate total of any current liabilities assumed by Buyer for which a Seller received a benefit the amounts allocable to the conduct of the Business following the Effective Time (and paid 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 referred to as 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. “Purchaser Pro Rata Amount.” Notwithstanding the foregoing, Sellers the Purchase Price shall be responsible adjusted for (a) any overdue amounts under film or programming license agreements any Assumed Contracts including those relating to Program Rights to the extent relating to periods prior to the Closing, except to the extent reflected in the Sellers Pro Rata Amount and (b) any payments that contractually have been deferred but for which a Seller has already the Sellers have received the benefit of the asset to which they relate prior to Closing. In addition, (i) there and the Sellers shall be no adjustment responsible for any difference between Retained Liabilities. Notwithstanding anything to the value of contrary contained herein, the goods or services to Purchase Price shall be received by Sellers as of the Effective Time adjusted for (x) any payments under Trade Agreements any Assumed Contracts relating to KEYE the period prior to the Closing to the extent reflected in the Sellers Pro Rata Amount and (y) any payments that contractually have been paid in advance, but for which the Purchaser shall receive the benefit to which such payments relate after Closing, 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 Purchaser shall be no proration responsible 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 "Current liabilities" on the balance sheet as of March 31, 1999 set forth on SCHEDULE 4.9 and such items shall be calculated in accordance with GAAP as consistently applied by SellersAssumed Obligations.

General Proration. All current assets (excluding CashExcept as otherwise expressly specified in this Agreement, Accounts Receivable the operation of the Business and any Taxes) the income and all current normal operating expenses, including accrued liabilities (including accounts payableany accrued payment obligations under Contracts) and prepaid expenses, 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 attributable thereto through the Effective Time shall be for the account of Granite Sellers and those relating thereafter for the account of Buyer (for purposes of this Section 2.5, all unused vacation leave pursuant to Section 9.3 will be treated as accrued liabilities). Expenses for goods or services received both before and after the Effective Time, real and personal property Taxes and assessments, power and utilities charges and rents and similar prepaid and deferred items shall be prorated, based on the number of days, between Sellers and Buyer as of the Effective Time. All special assessments and similar charges or liens imposed against the Broadcasting Assets and/or the WDWB Licenses in respect of any period of time through the Effective Time, whether payable in installments or otherwise, shall be the responsibility of Sellers, and amounts with respect to such special assessments, charges or liens in respect of any period of time after the Effective Time shall be for the account responsibility of Buyer, and such charges shall be prorated accordinglyadjusted as required hereunder. Buyer No adjustment or proration shall be required made in favor of Sellers for any amount by which the fair market value of the goods or services to pay be received by the Station under any Trade Agreements or Barter Agreements as of the Effective Time exceeds the fair market value of any advertising time remaining to be run by the Station. An adjustment and proration shall be made in favor of Buyer to the extent that the amount of any current assetsadvertising time remaining to be run by the Station under any Trade Agreements or Barter Agreements as of the Effective Time exceeds by more than Fifty Thousand Dollars ($50,000.00) in the aggregate the fair market value of the goods or services to be received by the Station as of the Effective Time. For purposes of the Aggregate Consideration adjustment procedure set forth in Section 2.5.2, previously paid for by a Seller, for which Buyer will receive a benefit (a) the aggregate total of the amounts allocable to the conduct of the Business prior to the Effective Time but payable after the Closing (and which do not relate to the period paid prior to the Closing. Granite ) shall be required referred to pay as the amount “Seller Pro Rata Amount” and (b) the aggregate total of any current liabilities assumed by Buyer for which a Seller received a benefit the amounts allocable to the conduct of the Business following the Effective Time but paid 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 referred to as 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. “Buyer Pro Rata Amount.” Notwithstanding the foregoing, there shall be no adjustment for, and Sellers shall be responsible for (a) any overdue amounts under film or programming license agreements any Contracts relating to Program Rights 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, Closing and (iic) there shall be no proration for accrued employee sick leave and accrued employee vacation timeany Retained Liabilities. The items included in the current assets revenues and current liabilities expenses referred to above shall be the same items included in the line items "Current assets" and "Current liabilities" on the balance sheet as of March 31, 1999 set forth on SCHEDULE 4.9 and such items shall be calculated in accordance with GAAP as consistently applied by Sellers.

General Proration. All current assets Except as otherwise expressly specified in this Agreement, the operation of the Business and the income and normal operating expenses, including accrued liabilities (excluding Cashincluding, Accounts Receivable and any Taxesaccrued payment obligations 17 under Contracts) and all current liabilities prepaid expenses (including accounts payablethe security deposits identified on Schedule 2.5.1), 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 attributable thereto through the Effective Time shall be for the account of Granite Sellers and those relating thereafter for the account of Buyer (for purposes of this Section 2.5, all unused vacation leave pursuant to Section 9.3 will be treated as accrued liabilities). Expenses for goods or services received both before and after the Effective Time, real and personal property Taxes and assessments, regulatory fees assessed by the FCC for fiscal year 2006, power and utilities charges and rents and similar prepaid and deferred items shall be prorated, based on the number of days, between Sellers and Buyer as of the Effective Time. All special assessments and similar charges or liens imposed against the Broadcasting Assets and/or the WDWB Licenses in respect of any period of time through the Effective Time, whether payable in installments or otherwise, shall be the responsibility of Sellers, and amounts with respect to such special assessments, charges or liens in respect of any period of time after the Effective Time shall be for the account responsibility of Buyer, and such charges shall be adjusted as required hereunder. Regulatory fees shall be prorated accordinglybased upon the amount of such fees as assessed for fiscal year 2005, with an adjustment to be made once such fees for fiscal year 2006 are established by the FCC. Buyer No adjustment or proration shall be required made in favor of Sellers for any amount by which the fair market value of the goods or services to pay be received by the Station under any Trade Agreements or Barter Agreements as of the Effective Time exceeds the fair market value of any advertising time remaining to be run by the Station. An adjustment and proration shall be made in favor of Buyer to the extent that the amount of any current assetsadvertising time remaining to be run by the Station under any Trade Agreements or Barter Agreements as of the Effective Time exceeds by more than Fifty Thousand Dollars ($50,000.00) in the aggregate the fair market value of the goods or services to be received by the Station as of the Effective Time. For purposes of the Aggregate Consideration adjustment procedure set forth in Section 2.5.2, previously paid for by a Seller, for which Buyer will receive a benefit (a) the aggregate total of the amounts allocable to the conduct of the Business prior to the Effective Time but payable after the Closing (and which do not relate to the period paid prior to the Closing. Granite ) shall be required referred to pay as the amount “Seller Pro Rata Amount” and (b) the aggregate total of any current liabilities assumed by Buyer for which a Seller received a benefit the amounts allocable to the conduct of the Business following the Effective Time but paid 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 (including security deposits identified on Schedule 2.5.1) shall be prorated based on referred to as 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. “Buyer Pro Rata Amount.” Notwithstanding the foregoing, there shall be no adjustment for, and Sellers shall be responsible for (a) any overdue amounts under film or programming license agreements any Contracts relating to Program Rights 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, Closing and (iic) there shall be no proration for accrued employee sick leave and accrued employee vacation timeany Retained Liabilities. The items included in the current assets revenues and current liabilities expenses referred to above shall be the same items included in the line items "Current assets" and "Current liabilities" on the balance sheet as of March 31, 1999 set forth on SCHEDULE 4.9 and such items shall be calculated in accordance with GAAP as consistently applied by Sellers.

General Proration. All current assets Except as otherwise expressly specified in this Agreement, the operation of the Business and the income and normal operating expenses, including accrued liabilities (excluding Cashincluding, Accounts Receivable and any Taxesaccrued payment obligations under Contracts) and all current liabilities (including accounts payableprepaid expenses, 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 attributable thereto through the Effective Time shall be for the account of Granite Sellers and those relating thereafter for the account of Buyer (for purposes of this Section 2.5, all unused vacation leave pursuant to Section 9.3 will be treated as accrued liabilities). Expenses for goods or services received both before and after the Effective Time, real and personal property Taxes and assessments, power and utilities charges and rents and similar prepaid and deferred items shall be prorated, based on the number of days, between Sellers and Buyer as of the Effective Time. All special assessments and similar charges or liens imposed against the Broadcasting Assets and/or the KBWB Licenses in respect of any period of time through the Effective Time, whether payable in installments or otherwise, shall be the responsibility of Sellers, and amounts with respect to such special assessments, charges or liens in respect of any period of time after the Effective Time shall be for the account responsibility of Buyer, and such charges shall be prorated accordinglyadjusted as required hereunder. Buyer No adjustment or proration shall be required made in favor of Sellers for any amount by which the fair market value of the goods or services to pay be received by the Station under any Trade Agreements or Barter Agreements as of the Effective Time exceeds the fair market value of any advertising time remaining to be run by the Station. An adjustment and proration shall be made in favor of Buyer to the extent that the amount of any current assetsadvertising time remaining to be run by the Station under any Trade Agreements or Barter Agreements as of the Effective Time exceeds by more than Fifty Thousand Dollars ($50,000.00) in the aggregate the fair market value of the goods or services to be received by the Station as of the Effective Time. For purposes of the Aggregate Consideration adjustment procedure set forth in Section 2.5.2, previously paid for by a Seller, for which Buyer will receive a benefit (a) the aggregate total of the amounts allocable to the conduct of the Business prior to the Effective Time but payable after the Closing (and which do not relate to the period paid prior to the Closing. Granite ) shall be required referred to pay as the amount “Seller Pro Rata Amount” and (b) the aggregate total of any current liabilities assumed by Buyer for which a Seller received a benefit the amounts allocable to the conduct of the Business following the Effective Time but paid 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 referred to as 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. “Buyer Pro Rata Amount.” Notwithstanding the foregoing, there shall be no adjustment for, and Sellers shall be responsible for (a) any overdue amounts under film or programming license agreements any Contracts relating to Program Rights 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, Closing and (iic) there shall be no proration for accrued employee sick leave and accrued employee vacation timeany Retained Liabilities. The items included in the current assets revenues and current liabilities expenses referred to above shall be the same items included in the line items "Current assets" and "Current liabilities" on the balance sheet as of March 31, 1999 set forth on SCHEDULE 4.9 and such items shall be calculated in accordance with GAAP as consistently applied by Sellers.