Common use of Working Capital Purchase Price Adjustment Clause in Contracts

Working Capital Purchase Price Adjustment. (a) No later than five days prior to the Closing Date, Seller shall prepare and the parties shall jointly agree on a statement setting forth their estimate of the Working Capital of the Company as of the Closing Date (the "Preliminary Closing Working Capital"), which shall reflect the estimates of the parties, based on the information available to them at the time, of amounts to be reflected on the Closing Balance Sheet. If the parties cannot timely agree on the statement of Preliminary Closing Working Capital, the statement shall be submitted to the Independent Accountant, who shall be jointly retained by the parties, for the purpose of determining the Preliminary Closing Working Capital as soon as reasonably possible and the Closing Date shall be postponed, if necessary, pending such determination. Notwithstanding the foregoing, in no event shall the Closing Date be postponed pursuant to this Section 3.3(a) if either party is willing temporarily to waive (pending and subject to the determination of the Closing Balance Sheet) its objection to the statement of the Preliminary Closing Working Capital. To the extent the Independent Accountant is retained pursuant to this Section 3.3(a), Seller and Buyer shall each bear one-half of all the fees and expenses incurred in connection with the engagement of the Independent Accountant. The determination of the Preliminary Closing Working Capital (pending and subject to the determination of the Closing Balance Sheet) shall be final, conclusive and binding on the parties hereto and not subject to appeal, absent fraud or manifest error. If the Preliminary Closing Working Capital is less than $9,947,000, the purchase price set forth in Section 3.1 shall be decreased by an amount equal to such shortfall. If the Preliminary Closing Working Capital is greater than $9,947,000, the purchase price set forth in Section 3.1 shall be increased by an amount equal to such excess. Any adjustment to the purchase price required by this Section 3.3 shall be appropriately allocated between the purchase price paid for the Shares and the purchase price paid for the Limited Partner Interest.

Working Capital Purchase Price Adjustment. At the Closing, the Seller will deliver to the Buyer a schedule of the accounts receivable of the Stations owing to the Seller as of the close of business on the Closing Date. The Buyer agrees to use commercially reasonable efforts in the ordinary course of business (abut without responsibility to institute legal or collection proceedings) No later than five days to collect such accounts receivable during the 120-day period following the Closing Date from any advertiser. The Buyer shall apply said moneys to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 7(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyer shall immediately assign the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyer returns a disputed account to the Seller, the Buyer shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on any of the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyer will assign to the Seller shall prepare and the parties shall jointly agree on a statement setting forth their estimate all of the Working Capital accounts receivable of the Company Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyer will thereafter have no further responsibility with respect to the collection of such receivables. At the end of the 120-day period following the Closing Date, the Buyer will pay to the Seller as the purchase price for such collected accounts an amount (the "Preliminary Closing Working CapitalCapital Price Adjustment"), which shall reflect ) equal to the estimates aggregate collections of accounts receivable of the parties, based on the information available to them at the time, Stations as of amounts to be reflected on the Closing Balance Sheet. If Date, plus any Cash of the parties cannot timely agree Company on hand as of the statement Closing Date, less the aggregate amount of Preliminary Closing Working Capital, the statement shall be submitted to the Independent Accountant, who shall be jointly retained by the parties, for the purpose any Liabilities of determining the Preliminary Closing Working Capital Seller as soon as reasonably possible and of the Closing Date shall be postponed, if necessary, pending such determination. Notwithstanding paid by the foregoing, in no event shall Seller after the Closing Date be postponed pursuant to this Section 3.3(a) if either party is willing temporarily to waive (pending and subject to the determination of the Closing Balance Sheet) its objection to the statement of the Preliminary Closing Working Capital. To the extent the Independent Accountant is retained pursuant to this Section 3.3(a), Seller and Buyer shall each bear one-half of all the fees and expenses incurred in connection with the engagement of the Independent Accountant. The determination of the Preliminary Closing Working Capital (pending and subject to the determination of the Closing Balance Sheet) shall be final, conclusive and binding on the parties hereto and not subject to appeal, absent fraud or manifest error. If the Preliminary Closing Working Capital is less than $9,947,000, the purchase price set forth in Section 3.1 shall be decreased by an amount equal to such shortfall. If the Preliminary Closing Working Capital is greater than $9,947,000, the purchase price set forth in Section 3.1 shall be increased by an amount equal to such excess. Any adjustment to the purchase price required by this Section 3.3 shall be appropriately allocated between the purchase price paid for the Shares and the purchase price paid for the Limited Partner InterestDate.

Working Capital Purchase Price Adjustment. The Parties hereby agree that the Purchase Price is based on the requirement that the Company have Working Capital of at least 10.4% of trailing twelve months’ revenues at the time of Closing (a) No later than five days prior to “Required Working Capital”). Following the Closing DateClosing, and within 60 days, Seller shall undertake and prepare and an analysis that in accordance with GAAP determines what the parties shall jointly agree on a statement setting forth their estimate Company’s Working Capital, if any, was as of Closing (“Closing Working Capital”), including the Seller’s calculation of the Required Working Capital Capital, and shall, at that time, provide Purchaser with such calculation (the “Seller’s Statement”). Within 45 days after receipt of Seller’s Statement the Company as Purchaser shall either accept Seller’s Statement, which statement will then be deemed the final statement (“Final Statement”) or certify to Seller its alternate calculation of the Closing Date Working Capital and Required Working Capital (the "Preliminary Closing Working Capital"“Purchaser’s Statement”). The Parties shall then make good faith efforts to meet and resolve the differences between the Seller’s Statement and the Purchaser’s Statement. If within 30 days after receipt by Seller of the Purchaser’s Statement, the Parties have been unable to reach agreement, the Parties within 15 days thereafter shall jointly select an independent certified public accounting firm, or if they are unable to do so, within 20 days thereafter either Purchaser or Seller shall request the American Arbitration Association to designate a firm of independent certified public accountants, having no past or current affiliation with Seller, Seller’s Affiliates, Purchaser, or Purchaser’s Affiliates (such selected accounting firm being referred to herein as the “Arbitrator”), to determine which shall reflect the estimates calculation of the parties, based on the information available to them at the time, of amounts to be reflected on the Closing Balance Sheet. If the parties cannot timely agree on the statement of Preliminary Closing Working Capital, the statement shall be submitted to the Independent Accountant, who shall be jointly retained by the parties, for the purpose of determining the Preliminary Closing Working Capital and Required Working Capital is more accurate, the Seller’s Statement or the Purchaser’s Statement, and will certify the Arbitrator’s choice as soon as reasonably possible the Final Statement. The Arbitrator shall certify this decision in writing to Purchaser and Seller, and shall have no other choice but to select either the Closing Date Seller’s Statement in its entirety or the Purchaser’s Statement in its entirety. The Arbitrator’s determination shall be postponed, if necessary, pending such determination. Notwithstanding the foregoing, in no event shall the Closing Date be postponed pursuant to this Section 3.3(a) if either party is willing temporarily to waive (pending and subject to the determination of the Closing Balance Sheet) its objection to the statement of the Preliminary Closing Working Capital. To the extent the Independent Accountant is retained pursuant to this Section 3.3(a), Seller and Buyer shall each bear one-half of all the fees and expenses incurred in connection with the engagement of the Independent Accountant. The determination of the Preliminary Closing Working Capital (pending and subject to the determination of the Closing Balance Sheet) shall be final, conclusive final and binding on the parties hereto parties. The fees, costs, and not subject expenses of the Arbitrator, including any attorneys’ fees related thereto, shall be borne by the Seller if the Purchaser’s Statement is selected by the Arbitrator as most accurate and shall be borne by the Purchaser if the Seller’s Statement is selected by the Arbitrator as most accurate. Once the Final Statement has been determined pursuant to appealthis paragraph, absent fraud or manifest errorthe Closing Working Capital reflected on the Final Statement shall be deemed the Final Working Capital (“Final Working Capital”). If the Preliminary Closing Final Working Capital is less than $9,947,000the Required Working Capital, Seller shall pay such shortfall within 15 days of the purchase price set forth in Section 3.1 shall be decreased by an amount equal to such shortfall. If determination of the Preliminary Closing Working Capital is greater than $9,947,000, the purchase price set forth in Section 3.1 shall be increased by an amount equal to such excessFinal Statement. Any adjustment amounts owed pursuant to this section that are not paid within 90 days after the purchase price required by this Section 3.3 Closing Date shall be appropriately allocated between earn interest at an annual rate of 6%, compounded quarterly, from the purchase price paid for the Shares and the purchase price paid for the Limited Partner InterestClosing Date until paid.

Working Capital Purchase Price Adjustment. (a) No later than five days prior to As soon as practicable after the Closing Date, Seller but in any event not later than ninety (90) days following the Closing Date, Buyer shall prepare and the parties shall jointly agree on a statement setting forth their estimate of the Working Capital of the Company deliver to Seller an unaudited, unreviewed balance sheet as of at the Closing Date (the "Preliminary “Closing Balance Sheet”), together with Buyer’s determination of Closing Modified Working Capital (“Buyer’s Closing Schedule”) which determination shall set forth in reasonable detail Buyer’s calculation of Closing Modified Working Capital"). Buyer’s Closing Schedule shall also set forth, and explain, in reasonable detail, any differences between Buyer’s calculation of Closing Modified Working Capital and the Target Closing Modified Working Capital. A copy of all workpapers and other books and records utilized in the preparation of Buyer’s Closing Schedule shall be made available to Seller at such time. Seller will notify Buyer in writing (“Seller’s Dispute Notice”) within sixty (60) days after receiving Buyer’s Closing Schedule if Seller disagrees with Buyer’s calculation of the Closing Modified Working Capital as set forth in Buyer’s Closing Schedule, which notice shall reflect set forth in reasonable detail the estimates basis for such disagreement, the dollar amounts involved and Seller’s calculation of the partiesClosing Modified Working Capital. Buyer will give Seller and its representatives reasonable access during the normal business hours of Buyer to the personnel, based on books and records of the information available Business to them at assist Seller in the timepreparation of Seller’s Dispute Notice. If no Seller’s Dispute Notice is received by Buyer within such sixty (60)-day period, Buyer’s calculation of amounts to be reflected on Closing Modified Working Capital as set forth in Buyer’s Closing Schedule and the Closing Balance Sheet. If Sheet shall be final and binding upon the parties cannot timely agree on the statement of Preliminary Closing Working Capital, the statement shall be submitted to the Independent Accountant, who shall be jointly retained by the parties, for the purpose of determining the Preliminary Closing Working Capital as soon as reasonably possible and the Closing Date shall be postponed, if necessary, pending such determination. Notwithstanding the foregoing, in no event shall the Closing Date be postponed pursuant to this Section 3.3(a) if either party is willing temporarily to waive (pending and subject to the determination of the Closing Balance Sheet) its objection to the statement of the Preliminary Closing Working Capital. To the extent the Independent Accountant is retained pursuant to this Section 3.3(a), Seller and Buyer shall each bear one-half of all the fees and expenses incurred in connection with the engagement of the Independent Accountant. The determination of the Preliminary Closing Working Capital (pending and subject to the determination of the Closing Balance Sheet) shall be final, conclusive and binding on the parties hereto and not subject to appeal, absent fraud or manifest error. If the Preliminary Closing Working Capital is less than $9,947,000, the purchase price set forth in Section 3.1 shall be decreased by an amount equal to such shortfall. If the Preliminary Closing Working Capital is greater than $9,947,000, the purchase price set forth in Section 3.1 shall be increased by an amount equal to such excess. Any adjustment to the purchase price required by this Section 3.3 shall be appropriately allocated between the purchase price paid for the Shares and the purchase price paid for the Limited Partner Interesthereto.