Common use of Proration of Income and Expenses Clause in Contracts

Proration of Income and Expenses. Except as otherwise provided herein or in the LMA, all income and expenses arising from the conduct of the business and operations of the Station shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m., Eastern time, on the date immediately preceding the Closing Date. Such prorations shall include, without limitation, all AD VALOREM and other property taxes (but excluding taxes arising by reason of the transfer of Station Assets as contemplated hereby, which shall be paid as set forth in Section 10.5 of this Agreement), business and license fees, music and other license fees (including any retroactive adjustments thereof, which retroactive adjustments shall not be subject to the ninety day limitation set forth in Section 1.5(a)), wages and salaries of employees hired by Buyer, including accruals up to the Closing Date for bonuses, commissions, vacation and sick pay, and related payroll taxes, utility expenses, time sales agreements, rents and similar prepaid deferred items attributable to the ownership and operation of the Station.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Osborn Communications Corp /De/), Asset Purchase Agreement (Osborn Communications Corp /De/)

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Proration of Income and Expenses. Except as otherwise provided herein or in the LMAProgram Service Agreement, all income and expenses arising from the conduct of the business and operations of the Station shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m., Eastern time, on the date immediately preceding the Closing Date. Such prorations shall include, without limitation, all AD VALOREM ad valorem and other property taxes (but excluding taxes arising by reason of the transfer of Station Assets as contemplated hereby, which shall be paid as set forth in Section 10.5 10.4 of this Agreement), business and license fees, music and other license fees (including any retroactive adjustments thereof, which retroactive adjustments shall not be subject to the ninety day limitation set forth in Section 1.5(a)), wages and salaries of employees hired by Buyer, including accruals up to the Closing Date for bonuses, commissions, vacation and sick pay, and related payroll taxes, utility expenses, time sales agreements, trade agreements, rents and similar prepaid deferred items attributable to the ownership and operation of the Station.. (a)

Appears in 1 contract

Samples: Asset Purchase Agreement (Osborn Communications Corp /De/)

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Proration of Income and Expenses. Except as otherwise provided herein or in the LMAherein, all income and expenses arising from the conduct of the business and operations of the Station shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m., Eastern time, on the date immediately preceding the Closing Date. Such prorations shall include, without limitation, all AD VALOREM ad valorem and other property taxes (but excluding taxes arising by reason of the transfer of Station Assets as contemplated hereby, which shall be paid as set forth in Section 10.5 10.4 of this Agreement), business and license fees, music and other license fees (including any retroactive adjustments thereof, which retroactive adjustments shall not be subject to the ninety day limitation set forth in Section 1.5(a)), wages and salaries of employees hired by Buyer, including accruals up to the Closing Date for bonuses, commissions, vacation and sick pay, and related payroll taxes, utility expenses, time sales agreements, Trade Agreements to the extent provided in Section 1.1(g) hereof, rents and similar prepaid deferred items attributable to the ownership and operation of the Station.. (a)

Appears in 1 contract

Samples: Asset Purchase Agreement (Osborn Communications Corp /De/)

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