Common use of Proration of Expenses Clause in Contracts

Proration of Expenses. (a) Except as otherwise specifically provided in this Agreement, it is the intention of the parties hereto that Seller shall operate for its own account the Acquired Business until the effective time of Closing and that Purchaser shall operate for its own account the Acquired Business, after the effective time of Closing. Thus, except as otherwise specifically provided in this Agreement, with respect to the Purchased Assets and Assumed Liabilities, items of expense, including without limitation non-owner occupation fees, payments of amounts due under service contracts, payments of rent, taxes, utilities and other amounts required to be paid by the tenant under leases, and all personal property taxes applicable to the personal property to be transferred hereunder, shall be prorated to the effective time of Closing. On or before the Closing Date, an estimated settlement or settlements of all such prorated items shall be made, which estimated settlement shall include reimbursement to Seller for any security deposits theretofore made pursuant to any lease which is assigned or is to be assigned hereunder, as well as any security deposits made or to be made by Seller in respect of other Purchased Assets or Assumed Liabilities, all of which security deposits shall be held, on and after the Closing Date, for the benefit of Purchaser. Such estimate shall include all computations made by Seller in determining such amounts, and all information used by Seller in connection with such computation. If, after reviewing the computations and such information, Purchaser believes that any amount set forth therein was calculated incorrectly, Purchaser shall so notify Seller and Purchaser and Seller shall cooperate in good faith to determine an agreed upon amount. As soon as practicable after the Closing Date (but not later than 75 days thereafter, except as provided in Section 2.4(b)), the parties shall make a final settlement as to the items to be prorated under this Section 2.4. (bi Any dispute which may arise between Seller and Purchaser as to the calculation of any part of the proration shall be resolved by negotiations between Seller and Purchaser. If thirty (30) days after the Closing Date, the disputed issues have not been resolved, such unresolved issues shall be referred by the party disputing the item in question to a "Big Six" accounting firm (the "Arbitrator") that does not represent any of the parties hereto in any material capacity, which shall act as arbitrator and shall issue its report as to the disputed issues within sixty (60) days after such dispute is so referred. Each of the parties hereto shall bear its respective costs and expenses in connection with such arbitration, except that the fees and expenses of the Arbitrator hereunder shall be born equally by Seller and Purchaser. This provision for arbitration shall be specifically enforceable by the parties and the decision of the Arbitrator in accordance with the provisions hereof shall be final and binding and there shall be no right of appeal therefrom.

Proration of Expenses. (a) Except as otherwise specifically provided in this Agreement, it is All revenues and expenses arising from the intention conduct of the parties hereto business and operation of the Station and ownership of the Station Assets shall be prorated between Buyer and Seller as of the Effective Time. Such prorations shall be based upon the principle that Seller shall operate be responsible for its own account all liabilities and obligations incurred or accruing in connection with the Acquired Business operation of the Station and ownership of the Station Assets until the effective Effective Time, and Buyer shall be responsible for such liabilities and obligations incurred by Buyer thereafter. Such prorations shall include, without limitation, all ad valorem, real estate and other property taxes, business and license fees, FCC regulatory fees, utility expenses, any accrued sick time of Closing or vacation, liabilities and that Purchaser shall operate for its own account obligations under the Acquired BusinessAssumed Contracts, after the effective time of Closing. Thusrents and similar prepaid and deferred items, except taxes arising by reason of the transfer of the Station Assets as otherwise specifically provided contemplated hereby, which shall be paid in this Agreementaccordance with Section 13.2. To the extent not known, real estate taxes shall be apportioned on the basis of taxes assessed for the preceding year, with a reapportionment as soon as the new tax rate and valuation can be ascertained. Notwithstanding the foregoing, there shall be no adjustment for, and Seller shall remain solely liable with respect to any obligations or liabilities not being assumed by Buyer in accordance with Article 3 hereof. There shall be no adjustment for Trade Agreements, provided, however, if Seller’s aggregate obligations under the Purchased Assets and Assumed LiabilitiesTrade Agreements, items less the fair market value of expense, including without limitation non-owner occupation fees, payments of amounts due under service contracts, payments of rent, taxes, utilities and other amounts required all goods or services to be paid by the tenant received under leasessuch Trade Agreements, and all personal property taxes applicable to the personal property to be transferred hereunder, shall be prorated to the effective time exceeds $10,000 as of Closing. On or before the Closing Date, an estimated settlement or settlements then all amounts in excess of all such prorated items $10,000 shall be made, which estimated settlement shall include reimbursement to considered an operating expense of Seller for any security deposits theretofore made pursuant to any lease which is assigned or is to be assigned hereunder, as well as any security deposits made or to be made by Seller in respect of other Purchased Assets or Assumed Liabilities, all of which security deposits shall be held, on and after the Closing Date, for the benefit of Purchaser. Such estimate shall include all computations made by Seller in determining such amounts, and all information used by Seller in connection with such computation. If, after reviewing the computations and such information, Purchaser believes that any amount set forth therein was calculated incorrectly, Purchaser shall so notify Seller and Purchaser and Seller shall cooperate in good faith to determine an agreed upon amount. As soon as practicable after the Closing Date (but not later than 75 days thereafter, except as provided in Section 2.4(b)), the parties shall make a final settlement as to the items to be prorated under this Section 2.4. (bi Any dispute which may arise between Seller and Purchaser as to the calculation of any part of the proration shall be resolved by negotiations between Seller and Purchaser. If thirty (30) days after the Closing Date, the disputed issues have not been resolved, such unresolved issues shall be referred by the party disputing the item in question to a "Big Six" accounting firm (the "Arbitrator") that does not represent any of the parties hereto in any material capacity, which shall act as arbitrator and shall issue its report as to the disputed issues within sixty (60) days after such dispute is so referred. Each of the parties hereto shall bear its respective costs and expenses in connection with such arbitration, except that the fees and expenses of the Arbitrator hereunder shall be born equally by Seller and Purchaser. This provision for arbitration shall be specifically enforceable by the parties and the decision of the Arbitrator pro-rated in accordance with the provisions hereof shall be final and binding and there shall be no right of appeal therefromthis Section 5.1.

Proration of Expenses. (a) Except Acquiror shall be credited with, and Contributor shall be charged with, an amount equal to the sum of any unapplied security deposits paid by the Tenant under the Lease to the extent such security deposits are not assigned and delivered to Acquiror at Closing pursuant to Section 12(b). Contributor and Acquiror agree that all rents, and any assumed liabilities concerning the Property shall be prorated on a calendar-year basis as otherwise specifically provided in this Agreement, it is the intention of the parties hereto Closing Date; provided, however, that Seller rent shall operate for its own account only be pro-rated to the Acquired Business until extent paid. To the effective time extent not paid directly or reimbursed by the Tenant pursuant to the Lease, Contributor and Acquiror agree that all real estate taxes, municipal license taxes, assessments and impositions (collectively “Taxes”) due and payable during the year of Closing and that Purchaser shall operate for its own account concerning the Acquired Business, after the effective time of Closing. Thus, except as otherwise specifically provided in this Agreement, with respect to the Purchased Assets and Assumed Liabilities, items of expense, including without limitation non-owner occupation fees, payments of amounts due under service contracts, payments of rent, taxes, utilities and other amounts required to be paid by the tenant under leases, and all personal property taxes applicable to the personal property to be transferred hereunder, Property shall be prorated to the effective time on a calendar-year basis as of Closing. On or before the Closing Date. If Closing shall occur before the actual Taxes payable during such year are known, an estimated settlement or settlements the apportionment of all such prorated items Taxes shall be made, which estimated settlement shall include reimbursement to Seller upon the basis of Taxes for any security deposits theretofore made the Property payable during the immediately preceding year. To the extent Taxes are paid directly or reimbursed by the Tenant pursuant to any lease which is assigned or is to be assigned hereunderthe Lease, as well as any security deposits made or to be made by Seller in respect of other Purchased Assets or Assumed Liabilities, all of which security deposits shall be held, on Contributor and after the Closing Date, for the benefit of Purchaser. Such estimate shall include all computations made by Seller in determining such amounts, and all information used by Seller in connection with such computation. If, after reviewing the computations and such information, Purchaser believes Acquiror agree that any amount set forth therein was calculated incorrectly, Purchaser shall so notify Seller and Purchaser and Seller shall cooperate in good faith to determine an agreed upon amount. As soon as practicable after the Closing Date (but not later than 75 days thereafter, except as provided in Section 2.4(b)), the parties shall make a final settlement as to the items to be prorated under this Section 2.4. (bi Any dispute which may arise between Seller and Purchaser as to the calculation of any part of the proration shall be resolved by negotiations between Seller and Purchaser. If thirty (30) days after the Closing Date, the disputed issues have not been resolved, such unresolved issues shall be referred by the party disputing the item in question to a "Big Six" accounting firm (the "Arbitrator") that does not represent any of the parties hereto in any material capacity, which shall act as arbitrator and shall issue its report as to the disputed issues within sixty (60) days after such dispute is so referred. Each of the parties hereto shall bear its respective costs and expenses in connection with such arbitration, except that the fees and expenses of the Arbitrator hereunder shall be born equally by Seller and Purchaser. This provision for arbitration shall be specifically enforceable by the parties and the decision of the Arbitrator in accordance with the provisions hereof shall be final and binding and there shall be no right proration of appeal therefromTaxes. If the application of credits under this Section 2(a) results in a net credit in Acquiror’s favor, the amount of such net credit shall be referred to as the “Acquiror’s Net Credit”). If the application of credits under this Section 2(a) results in a net credit in Contributor’s favor, the amount of such net credit shall be referred to as the “Contributor’s Net Credit”).

Proration of Expenses. (a) Except as otherwise specifically provided Notwithstanding anything to the contrary in this Agreement, it is the intention Seller Group will be obligated to make any payments in respect of trade payables and expenses, and be entitled to receive and retain any receivables and revenue (other than insurance proceeds to the parties hereto that extent provided in Section 1.03(e) and Section 4.12(b)), in each case in respect of events occurring, and for periods and portions thereof ending, on or prior to the Closing as “Excluded Liabilities” and “Excluded Assets,” respectively, and the Acquiror Group will be obligated to make any payments in respect of trade payables and expenses (other than the Seller Transaction Expenses, which shall operate be the sole liability of Seller), and be entitled to receive and retain any receivables and revenue, in each case in respect of events occurring, and for its own account the Acquired Business until the effective time of Closing periods and that Purchaser shall operate for its own account the Acquired Businessportions thereof ending, after the effective time Closing, as “Assumed Liabilities” and “Acquired Assets,” respectively. For purposes of Closing. Thusthis Section 1.11, except as otherwise specifically provided in this Agreementprorations of receivables, with respect payables, expenses and revenue relating to the Purchased use and occupancy of the Acquired Assets and Assumed Liabilities, items or the operation of expense, including without limitation non-owner occupation fees, payments the Business will be made on an accrual basis in accordance with GAAP; provided that Taxes taken into account in determining the prorations of amounts due under service contracts, payments of rent, taxes, utilities and other amounts required payables or expenses pursuant to this Section 1.11 will be paid by the tenant under leases, and all personal property taxes applicable to the personal property to be transferred hereunder, shall be prorated to the effective time of Closing. On or before the Closing Date, an estimated settlement or settlements of all such prorated items shall be made, which estimated settlement shall include reimbursement allocated to Seller for any security deposits theretofore made pursuant to any lease which is assigned or is to be assigned hereunder, as well as any security deposits made or to be made by Seller Acquiror in respect of other Purchased Assets or Assumed Liabilities, all of which security deposits shall be held, on and after accordance with the Closing Date, for the benefit of Purchaserprinciples outlined in Section 8.04(c). Such estimate shall include all computations made by Seller in determining such amounts, and all information used by Seller in connection with such computation. If, after reviewing the computations and such information, Purchaser believes that any amount set forth therein was calculated incorrectly, Purchaser shall so notify Seller and Purchaser and Seller shall cooperate The Parties will work in good faith to determine an agreed upon amount. As soon as practicable after the Closing Date (but not later than 75 days thereafter, except as provided in Section 2.4(b)), the parties shall make a final settlement as to the items to be prorated and finalize any amounts due under this Section 2.41.11 prior to the Closing Date. (bi Any dispute which may arise between Seller will provide Acquiror supporting documentation and Purchaser make its representatives reasonably available to answer questions as to the calculation its determination of any part prorations of trade payables or expenses pursuant to this Section 1.11. The net amount of the proration shall prorations contemplated by this Section 1.11 will be resolved credited to (or debited from) the U.S. Base Price, the Brazil Base Price, or the Colombia Base Price, as applicable, payable by negotiations between Seller and Purchaser. If thirty (30) days after Acquiror at the Closing; provided, however, that to the extent any such prorations are not finalized by the Closing Date, the disputed issues have not been resolvedParties will cooperate with each other in good faith to finalize such amounts as promptly as practicable, such unresolved issues shall be referred by but in no event later than 60 days, after the party disputing the item in question to a "Big Six" accounting firm (the "Arbitrator") that does not represent any of the parties hereto in any material capacity, which shall act as arbitrator and shall issue its report as to the disputed issues within sixty (60) days after such dispute is so referred. Each of the parties hereto shall bear its respective costs and expenses in connection with such arbitration, except that the fees and expenses of the Arbitrator hereunder shall be born equally by Seller and Purchaser. This provision for arbitration shall be specifically enforceable by the parties and the decision of the Arbitrator in accordance with the provisions hereof shall be final and binding and there shall be no right of appeal therefromClosing Date.