Common use of Allocations and Prorations Clause in Contracts

Allocations and Prorations. 3.3.1 The business and the operations of the Stations and the income and expenses attributable thereto through 11:59 p.m. on the Closing Date (the "Effective Time") shall be for the account of Seller and thereafter shall be for the account of Buyer. Expenses for goods and services received both before and after the Effective Time, utilities charges, ad valorem, real estate, property and other Taxes (other than income Taxes, which shall be Seller's sole responsibility for all taxable periods ending prior to and including the Effective Time, and those Taxes arising from the sale and transfer of the Station Assets, which, in the case of transfer and other similar Taxes, shall be paid as set forth in Section 14.2), income and expenses under the Contracts (other than Trade Agreements), prepaid expenses, music and other license fees (including any retroactive adjustments thereof), wages, salaries, and other employee benefit expenses (whether such wages, salaries or benefits are current or deferred expenses, including, without limitation, liabilities accrued up to the Effective Time for bonuses, commissions, vacation pay, payroll Taxes, workers' compensation and social security Taxes) and rents and similar prepaid and deferred items shall be prorated between Seller and Buyer in accordance with the foregoing. Notwithstanding the foregoing, no proration shall be made with respect to (a) severance or sick leave with respect to any employee on or prior to the Closing or (b) any prepaid expense or other deferred item unless Buyer will receive a benefit in respect of such prepayment or deferral after the Effective Time. For purposes of this Section 3.3.1, ad valorem and other real estate Taxes shall be apportioned on the basis of the Taxes assessed for the most recently completed calendar year, with a reapportionment as promptly as practicable after the Tax rates and real property valuations for the calendar year in which the Closing occurs can be ascertained. In addition, Buyer shall be entitled to a credit, if any, in this proration process for the amount of any Taxes (or other governmental charges) that are due and payable by Seller, but are being contested by Seller in good faith in appropriate proceedings and are secured by Liens, if any, on the Station Assets and such Liens have not been removed on or prior to the Closing (but once such amounts are finally determined, Buyer shall use such credit to remove such Liens and return to Seller the excess of (i) the amount of such credit minus (ii) the amount of such Taxes or other governmental charges as finally determined, or Seller shall pay to Buyer the deficiency, as appropriate).

Allocations and Prorations. 3.3.1 The business and the operations operation of the Stations Station and the income and expenses attributable thereto through 11:59 p.m. on the Closing Date (the "Effective Time") Time shall be for the account of Seller and thereafter shall be for the account of Buyer. Expenses for goods and services received both before and after the Effective Time, utilities charges, ad valorem, real estate, property and other Taxes (other than income Taxes, which shall be Seller's sole responsibility for all taxable periods ending prior to and including the Effective Time, and those Taxes arising from the sale and transfer of the Station Assets, which, in the case of transfer and other similar Taxes, shall be paid as set forth in Section 14.213.2), income and expenses under the Contracts (other than Trade Agreements), prepaid expenses, music and other license fees (including any retroactive adjustments thereof), wages, salaries, and other employee benefit expenses (whether such wages, salaries or benefits are current or deferred expenses, including, without limitation, liabilities accrued up to the Effective Time for bonuses, commissions, vacation pay, payroll Taxes, workers' compensation and social security Taxes) and rents and similar prepaid and deferred items shall be prorated between Seller and Buyer in accordance with the foregoing. Notwithstanding the foregoing, no proration shall be made with respect to (a) severance or sick leave with respect to any employee on or prior to the Closing or (b) any prepaid expense or other deferred item unless Buyer will receive a benefit in respect of such prepayment or deferral after the Effective Time. For purposes of this Section 3.3.1, ad valorem and other real estate Taxes shall be apportioned on the basis of the Taxes assessed for the most recently recently-completed calendar year, with a reapportionment as promptly as practicable after the Tax rates and real property valuations for the calendar year in which the Closing occurs can be ascertained. In addition, Buyer shall be entitled to a credit, if any, credit in this proration process for the amount of any Taxes (or other governmental charges) that are due and payable by Seller, but are being contested by Seller in good faith in appropriate proceedings and are secured by Liens, if any, Liens on the Station Assets and such Liens that have not been removed on as of or prior to before the Closing (but once such amounts are finally determined, Buyer shall use such credit to remove such Liens liens and return to Seller the excess of (i) the amount of such credit minus (ii) the amount of such Taxes or other governmental charges as finally determined, or Seller shall pay to Buyer the deficiency, as appropriate).

Allocations and Prorations. 3.3.1 The business and the operations operation of the Stations and the income and expenses attributable thereto through 11:59 p.m. on the Closing Date (the "Effective Time") shall be for the account of Seller Sellers and thereafter shall be for the account of Buyer. Expenses for goods and services received both before and after the Effective Time, utilities charges, ad valorem, real estate, property and other Taxes taxes (other than income Taxestaxes, which shall be Seller's Sellers' sole responsibility for all taxable periods ending prior to and including the Effective TimeClosing Date, and those Taxes taxes arising from the sale and transfer of the Station Stations Assets, which, in the case of transfer and other similar Taxes, which shall be paid as set forth in Section 14.213.2), income and expenses under the Contracts (other than Trade Agreements), prepaid expenses, music and other license fees (including any retroactive adjustments thereof), wages, salaries, and other employee benefit expenses (whether such wages, salaries or benefits are current or deferred expenses, ) (including, without limitation, liabilities accrued up to the Effective Time for bonuses, commissions, vacation pay, payroll Taxestaxes, workers' compensation and social security Taxestaxes) and rents and similar prepaid and deferred items shall be prorated between Seller Sellers and Buyer in accordance with the foregoing. Notwithstanding the foregoing, no proration shall be made with respect to (ai) severance or sick leave with respect to any employee on or prior to the Closing or (bii) any prepaid expense or other deferred item unless Buyer will receive a benefit in respect of such prepayment or deferral after the Effective Time. For purposes of this Section 3.3.1, ad valorem and other real estate Taxes taxes shall be apportioned on the basis of the Taxes taxes assessed for the most recently recently-completed calendar year, with a reapportionment as promptly as practicable after the Tax tax rates and real property valuations for the calendar year in which the Closing occurs can be ascertained. In addition, Buyer shall be entitled to a credit, if any, credit in this proration process for the amount of any Taxes taxes (or other governmental charges) that are due and payable by SellerSellers, but are being contested by Seller Sellers in good faith in appropriate proceedings and are secured by Liens, if any, Liens on the Station Stations Assets and such Liens that have not been removed on as of or prior to before the Closing (but once such amounts are finally determined, Buyer shall use such credit to remove such Liens liens and return to Seller Sellers the excess of (i) the amount of such credit minus (ii) the amount of ----- such Taxes taxes or other governmental charges as finally determined, or Seller Sellers shall pay to Buyer the deficiency, as appropriate).

Allocations and Prorations. 3.3.1 The business and the operations operation of the Stations and the income and expenses attributable thereto through 11:59 p.m. on the Closing Date (the "Effective Time") shall be for the account of Seller and thereafter shall be for the account of Buyer. Expenses for goods and services received both before and after the Effective Time, utilities charges, ad valorem, real estate, property and other Taxes taxes (other than income Taxestaxes, which shall be Seller's sole responsibility for all taxable periods ending prior to and including the Effective TimeClosing Date, and those Taxes taxes arising from the sale and transfer of the Station Assets, which, in the case of transfer and other similar Taxes, which shall be paid as set forth in Section 14.213.2), income and expenses under the Contracts (other than Trade Agreements), prepaid expenses, music and other license fees (including any retroactive adjustments thereof), wages, salaries, and other employee benefit expenses (whether such wages, salaries or benefits are current or deferred expenses, ) (including, without limitation, liabilities accrued up to the Effective Time for bonuses, commissions, vacation pay, payroll Taxestaxes, workers' compensation and social security Taxestaxes) and rents and similar prepaid and deferred items shall be prorated between Seller and Buyer in accordance with the foregoing. Notwithstanding the foregoing, no proration shall be made with respect to (ai) severance or sick leave with respect to any employee on or prior to the Closing or (bii) any prepaid expense or other deferred item unless Buyer will receive a benefit in respect of such prepayment or deferral after the Effective Time. For purposes of this Section 3.3.1, ad valorem and other real estate Taxes taxes shall be apportioned on the basis of the Taxes taxes assessed for the most recently recently- completed calendar year, with a reapportionment as promptly as practicable after the Tax tax rates and real property valuations for the calendar year in which the Closing occurs can be ascertained. In addition, Buyer shall be entitled to a credit, if any, credit in this proration process for the amount of any Taxes taxes (or other governmental charges) that are due and payable by Seller, but are being contested by Seller in good faith in appropriate proceedings and are secured by Liens, if any, Liens on the Station Assets and such Liens that have not been removed on as of or prior to before the Closing (but once such amounts are finally determined, Buyer shall use such credit to remove such Liens liens and return to Seller the excess of (i) the amount of such credit minus (ii) the amount ----- of such Taxes taxes or other governmental charges as finally determined, or Seller shall pay to Buyer the deficiency, as appropriate).

Allocations and Prorations. 3.3.1 The business and the operations operation of the Stations and the income and expenses attributable thereto through 11:59 p.m. on the Closing Date (the "Effective Time") shall be for the account of Seller and thereafter shall be for the account of Buyer. Expenses for goods and services received both before and after the Effective Time, utilities charges, ad valorem, real estate, property and other Taxes taxes (other than income Taxestaxes, which shall be Seller's sole responsibility for all taxable periods ending prior to and including the Effective TimeClosing Date, and those Taxes taxes arising from the sale and transfer of the Station Assets, which, in the case of transfer and other similar Taxes, which shall be paid as set forth in Section 14.213.2), income and expenses under the Contracts (other than Trade Agreements), prepaid expenses, music and other license fees (including any retroactive adjustments thereof), wages, salaries, and other employee benefit expenses (whether such wages, salaries or benefits are current or deferred expenses, ) (including, without limitation, liabilities accrued up to the Effective Time for bonuses, commissions, vacation pay, payroll Taxestaxes, workers' compensation and social security Taxestaxes) and rents and similar prepaid and deferred items shall be prorated between Seller and Buyer in accordance with the foregoing. Notwithstanding the foregoing, no proration shall be made with respect to (ai) severance or sick leave with respect to any employee on or prior to the Closing or (bii) any prepaid expense or other deferred item unless Buyer will receive a benefit in respect of such prepayment or deferral after the Effective Time. For purposes of this Section 3.3.1, ad valorem and other real estate Taxes taxes shall be apportioned on the basis of the Taxes taxes assessed for the most recently recently-completed calendar year, with a reapportionment as promptly as practicable after the Tax tax rates and real property valuations for the calendar year in which the Closing occurs can be ascertained. In addition, Buyer shall be entitled to a credit, if any, credit in this proration process for the amount of any Taxes taxes (or other governmental charges) that are due and payable by Seller, but are being contested by Seller in good faith in appropriate proceedings and are secured by Liens, if any, Liens on the Station Assets and such Liens that have not been removed on as of or prior to before the Closing (but once such amounts are finally determined, Buyer shall use such credit to remove such Liens liens and return to Seller the excess of (i) the amount of such credit minus (ii) the amount of such Taxes taxes or other governmental charges as ----- finally determined, or Seller shall pay to Buyer the deficiency, as appropriate).

Allocations and Prorations. 3.3.1 The business Subject to the WILN TBA and Seller's assignment and Buyer's assumption of the operations WYYX TBA as set forth in Section 10.9, the operation of the Stations and the income and expenses attributable thereto through 11:59 p.m. on the Closing Date (the "Effective Time") shall be for the account of Seller and thereafter shall be for the account of Buyer. Expenses for goods and services received both before and after the Effective Time, utilities charges, ad valorem, real estate, property and other Taxes taxes (other than income Taxestaxes, which shall be Seller's sole responsibility for all taxable periods ending prior to and including the Effective TimeClosing Date, and those Taxes taxes arising from the sale and transfer of the Station Assets, which, in the case of transfer and other similar Taxes, which shall be paid as set forth in Section 14.213.2), income and expenses under the Contracts (other than Trade Agreements), prepaid expenses, music and other license fees (including any retroactive adjustments thereof), wages, salaries, and other employee benefit expenses (whether such wages, salaries or benefits are current or deferred expenses, ) (including, without limitation, liabilities accrued up to the Effective Time for bonuses, commissions, vacation pay, payroll Taxestaxes, workers' compensation and social security Taxestaxes) and rents and similar prepaid and deferred items shall be prorated between Seller and Buyer in accordance with the foregoing. Notwithstanding the foregoing, no proration shall be made with respect to (ai) severance or sick leave with respect to any employee on or prior to the Closing or (bii) any prepaid expense or other deferred item unless Buyer will receive a benefit in respect of such prepayment or deferral after the Effective Time. For purposes of this Section 3.3.1, ad valorem and other real estate Taxes taxes shall be apportioned on the basis of the Taxes taxes assessed for the most recently recently-completed calendar year, with a reapportionment as promptly as practicable after the Tax tax rates and real property valuations for the calendar year in which the Closing occurs can be ascertained. In addition, Buyer shall be entitled to a credit, if any, credit in this proration process for the amount of any Taxes taxes (or other governmental charges) that are due and payable by Seller, but are being contested by Seller in good faith in appropriate proceedings and are secured by Liens, if any, Liens on the Station Assets and such Liens that have not been removed on as of or prior to before the Closing (but once such amounts are finally determined, Buyer shall use such credit to remove such Liens liens and return to Seller the excess of (i) the amount of such credit minus (ii) the amount of ----- such Taxes taxes or other governmental charges as finally determined, or Seller shall pay to Buyer the deficiency, as appropriate).

Allocations and Prorations. 3.3.1 The business and the operations of the Stations and the income and expenses attributable thereto through 11:59 p.m. on the Closing Date (the "Effective Time") shall be for the account of Seller and thereafter shall be for the account of Buyer. Expenses for goods and services received both before and after the Effective Time, utilities charges, ad valorem, real estate, property and other Taxes (other than income Taxes, which shall be Seller's sole responsibility for all taxable periods ending prior to and including the Effective Time, and those Taxes arising from the sale and transfer of the Station Assets, which, in the case of transfer and other similar simile Taxes, shall be paid as set forth in Section 14.2), income and expenses under the Contracts (other than Trade Agreements), prepaid expenses, music and other license fees (including any retroactive adjustments thereof), wages, salaries, and other employee benefit expenses (whether such wages, salaries or benefits are current or deferred expenses, including, without limitation, liabilities accrued up to the Effective Time for bonuses, commissions, vacation pay, payroll Taxes, workers' compensation and social security Taxes) and rents and similar prepaid and deferred items shall be prorated between Seller and Buyer in accordance with the foregoing. Notwithstanding the foregoing, no proration shall be made with respect to (a) severance or sick leave with respect to any employee on or prior to the Closing or (b) any prepaid expense or other deferred item unless Buyer will receive a benefit in respect of such prepayment or deferral after the Effective Time. For purposes of this Section 3.3.1, ad valorem and other real estate Taxes shall be apportioned on the basis of the Taxes assessed for the most recently completed calendar year, with a reapportionment as promptly as practicable after the Tax rates and real property valuations for the calendar year in which the Closing occurs can be ascertained. In addition, Buyer shall be entitled to a credit, if any, in this proration process for the amount of any Taxes (or other governmental charges) that are due and payable by Seller, but are being contested by Seller in good faith in appropriate proceedings and are secured by Liens, if any, on the Station Assets and such Liens have not been removed on or prior to the Closing (but once such amounts are finally determined, Buyer shall use such credit to remove such Liens and return to Seller the excess of (i) the amount of such credit minus (ii) the amount of such Taxes or other governmental charges as finally determined, or Seller shall pay to Buyer the deficiency, as appropriate).

Allocations and Prorations. 3.3.1 The business and the operations operation of the Stations and the income and expenses attributable thereto through 11:59 p.m. on the Closing Date (the "Effective Time") shall be for the account of Seller and thereafter shall be for the account of Buyer. Expenses for goods and services received both before and after the Effective Time, utilities charges, ad valorem, real estate, property and other Taxes taxes (other than income Taxestaxes, which shall be Seller's sole responsibility for all taxable periods ending prior to and including the Effective TimeClosing Date, and those Taxes taxes arising from the sale and transfer of the Station Assets, which, in the case of transfer and other similar Taxes, which shall be paid as set forth in Section 14.213.2), income and expenses under the Contracts (other than Trade Agreements), prepaid expenses, music and other license fees (including any retroactive adjustments thereof), wages, salaries, and other employee benefit expenses (whether such wages, salaries or benefits are current or deferred expenses, ) (including, without limitation, liabilities accrued up to the Effective Time for bonuses, commissions, vacation pay, payroll Taxestaxes, workers' compensation and social security Taxestaxes) and rents and similar prepaid and deferred items shall be prorated between Seller and Buyer in accordance with the foregoingfirst sentence of this Section. Notwithstanding the foregoing, no proration shall be made with respect to (ai) severance or sick leave with respect to any employee on or prior to the Closing or (bii) any prepaid expense or other deferred item unless Buyer will receive a benefit in respect of such prepayment or deferral after the Effective Time. For purposes of this Section 3.3.1, ad valorem and other real estate Taxes taxes shall be apportioned on the basis of the Taxes taxes assessed for the most recently recently-completed calendar year, with a reapportionment as promptly as practicable after the Tax tax rates and real property valuations for the calendar year in which the Closing occurs can be ascertained. In addition, Buyer shall be entitled to a credit, if any, credit in this proration process for the amount of any Taxes taxes (or other governmental charges) that are due and payable by Seller, but are being contested by Seller in good faith in appropriate proceedings and are secured by Liens, if any, Liens on the Station Assets and such Liens that have not been removed on as of or prior to before the Closing (but once such amounts are finally determined, Seller shall pay the amount determined and Buyer shall return to Seller the amount credited to Buyer or, in the event that Seller fails to pay the amount determined, Buyer shall use such credit to remove such Liens liens and return to Seller the excess of (i) the amount of such credit minus (ii) the ----- amount of such Taxes taxes or other governmental charges as finally determined, or Seller shall pay to Buyer the deficiency, as appropriate).

Allocations and Prorations. 3.3.1 The business and the operations Subject to Buyer's obligations under Section 2.1 hereof, any operation of the Stations Station and the income and expenses attributable thereto through 11:59 p.m. on the Closing Date (the "Effective Time") shall be for the account of Seller and thereafter shall be for the account of Buyer. Expenses for goods and services received both before and after the Effective Time, utilities charges, ad valorem, real estate, property and other Taxes taxes (other than income Taxestaxes, which shall be Seller's sole responsibility for all taxable periods ending prior to and including the Effective TimeClosing Date, and those Taxes taxes arising from the sale and transfer of the Station Assets, which, in the case of transfer and other similar Taxes, which shall be paid as set forth in Section 14.213.2), income and expenses under the Contracts (other than Trade Agreements)Contracts, prepaid expenses, music and other license fees (including any retroactive adjustments thereof), wages, salaries, and other employee benefit expenses (whether such wages, salaries or benefits are current or deferred expenses, ) (including, without limitation, liabilities accrued up to the Effective Time for bonuses, commissions, vacation pay, payroll Taxestaxes, workers' compensation and social security Taxestaxes) and rents and similar prepaid and deferred items shall be prorated between Seller and Buyer in accordance with the foregoing. Notwithstanding the foregoing, no proration shall be made with respect to (ai) severance or sick leave with respect to any employee on or prior to the Closing or (bii) any prepaid expense or other deferred item unless Buyer will receive a benefit in respect of such prepayment or deferral after the Effective Time. For purposes of this Section 3.3.13.2.1, ad valorem and other real estate Taxes taxes shall be apportioned on the basis of the Taxes taxes assessed for the most recently recently-completed calendar year, with a reapportionment as promptly as practicable after the Tax tax rates and real property valuations for the calendar year in which the Closing occurs can be ascertained. In addition, Buyer shall be entitled to a credit, if any, credit in this proration process for the amount of any Taxes taxes (or other governmental charges) that are due and payable by Seller, but are being contested by Seller in good faith in appropriate proceedings and are secured by Liens, if any, Liens (as hereinafter defined) on the Station Assets and such Liens that have not been removed on as of or prior to before the Closing (but once such amounts are finally determined, Buyer shall use such credit to remove such Liens and return to Seller the excess of (i) the amount of such credit minus (ii) the ----- amount of such Taxes taxes or other governmental charges as finally determined, or Seller shall pay to Buyer the deficiency, as appropriate).

Allocations and Prorations. 3.3.1 The business and the operations operation of the Stations and the income and expenses attributable thereto through 11:59 p.m. on the Closing Date (the "Effective Time") shall be for the account of Seller Sellers and thereafter shall be for the account of Buyer. Expenses for goods and services received both before and after the Effective Time, utilities charges, ad valorem, real estate, property and other Taxes taxes (other than income Taxestaxes, which shall be Seller's Sellers' sole responsibility for all taxable periods ending prior to and including the Effective TimeClosing Date, and those Taxes taxes arising from the sale and transfer of the Station Assets, which, in the case of transfer and other similar Taxes, which shall be paid as set forth in Section 14.213.2), income and expenses under the Contracts (other than Trade Agreements), prepaid expenses, music and other license fees (including any retroactive adjustments thereof), wages, salaries, and other employee benefit expenses (whether such wages, salaries or benefits are current or deferred expenses, ) (including, without limitation, liabilities accrued up to the Effective Time for bonuses, commissions, vacation pay, payroll Taxestaxes, workers' compensation and social security Taxestaxes) and rents and similar prepaid and deferred items shall be prorated between Seller Sellers and Buyer in accordance with the foregoing. Notwithstanding the foregoing, no proration shall be made with respect to (ai) severance or sick leave with respect to any employee on or prior to the Closing or (bii) any prepaid expense or other deferred item unless Buyer will receive a benefit in respect of such prepayment or deferral after the Effective Time. For purposes of this Section 3.3.1, ad valorem and other real estate Taxes taxes shall be apportioned on the basis of the Taxes taxes assessed for the most recently completed calendar year, with a reapportionment as promptly as practicable after the Tax tax rates and real property valuations for the calendar year in which the Closing occurs can be ascertained. In addition, Buyer shall be entitled to a credit, if any, credit in this proration process for the amount of any Taxes taxes (or other governmental charges) that are due and payable by SellerSellers, but are being contested by Seller Sellers in good faith in appropriate proceedings and are secured by Liens, if any, Liens on the Station Assets and such Liens that have not been removed on as of or prior to before the Closing (but once such amounts are finally determined, Buyer shall use such credit to remove such Liens liens and return to Seller Sellers the excess of (i) the amount of such credit minus (ii) the ----- amount of such Taxes taxes or other governmental charges as finally determined, or Seller Sellers shall pay to Buyer the deficiency, as appropriate).

Allocations and Prorations. 3.3.1 The Subject to the terms and conditions of the Time Brokerage Agreement, the business and the operations of the Stations and the income and expenses attributable thereto through 11:59 p.m. 12:01 a.m. on the Closing Date (the "Effective Time") shall be for the account of Seller and thereafter shall be for -------------- the account of Buyer. Expenses for goods and services received both before and after the Effective Time, utilities charges, ad valorem, real estate, property and other Taxes (other than income Taxes, which shall be Seller's sole responsibility for all taxable periods ending prior to and including the Effective Time, and those Taxes arising from the sale and transfer of the Station Stations Assets, which, in the case of transfer and other similar Taxes, shall be paid as set forth in Section 14.215.2), income and expenses under the ------------ Contracts (other than Trade Agreements), prepaid expenses, music and other license fees (including any retroactive adjustments thereof), wages, salaries, and other employee benefit expenses (whether such wages, salaries or benefits are current or deferred expenses, including, without limitation, liabilities accrued up to the Effective Time for bonuses, commissions, vacation pay, payroll Taxes, workers' compensation and social security Taxes) and rents and similar prepaid and deferred items shall be prorated between Seller and Buyer in accordance with the foregoing. Notwithstanding the foregoing, no proration shall be made with respect to (a) severance or sick leave with respect to any employee on or prior to the Closing or (b) any prepaid expense or other deferred item unless Buyer will receive a benefit in respect of such prepayment or deferral after the Effective Time. For purposes of this Section 3.3.1, ad valorem and other real ------------- estate Taxes shall be apportioned on the basis of the Taxes assessed for the most recently recently-completed calendar year, with a reapportionment as promptly as practicable after the Tax rates and real property valuations for the calendar year in which the Closing occurs can be ascertained. In addition, Buyer shall be entitled to a credit, if any, Notwithstanding anything in this proration process for the amount of any Taxes (or other governmental charges) that are due and payable by Seller, but are being contested by Seller in good faith in appropriate proceedings and are secured by Liens, if any, on the Station Assets and such Liens have not been removed on or prior Section 3.3.1 to the Closing (but once such amounts are finally determinedcontrary, Buyer shall use such credit no proration will be made hereunder with ------------- respect to remove such Liens and return any item accounted for pursuant to Seller the excess of (i) the amount of such credit minus (ii) the amount of such Taxes or other governmental charges as finally determined, or Seller shall pay to Buyer the deficiency, as appropriateSection 3.1(b).. --------------