Common use of Adjustment Items Clause in Contracts

Adjustment Items. The following items (the "Adjustment Items") shall ================ be prorated as of the Adjustment Time, assuming a 365-day year or a 30-day or 31-day month, as appropriate, and monies shall be paid at Closing in accordance with Section 3.3 herein below. 3.2.1 Rentals or other charges, payable or paid in respect of leasehold interests or tenancies, or leased transmitter sites, studios, offices or other Real Property or equipment under any lease or tenancy of Real Property, and any and all equipment leases described in Schedule 1.1.2. 3.2.2 Real and personal property taxes and assessments (including sewerage assessments and fees), levied or assessed against or otherwise paid or payable with respect to any of the Assets. 3.2.3 Transferable license, permit, and registration fees, and like items. 3.2.4 Wages and salaries of employees (but not including accruals for bonuses, commissions on the sale of advertising broadcast prior to the Closing date, vacation pay, sick leave and severance pay, all of which obligations, if any, shall remain the responsibility of Seller), time sales agreements, license fees, and all other income and expenses attributable to the ownership and operation of the Station. 3.2.5 Charges for utilities (including but not limited to electricity, fuel, water, basic monthly telephone charges, long distance telephone calls, and sanitation and garbage disposal) furnished to or in connection with the Station. 3.2.6 License agreements with ASCAP, BMI and SESAC. 3.2.7 Unpaid obligation of Seller with respect to any lease, contract, or agreement which Buyer assumes, including, without limitation, unpaid prepaid premiums on any insurance policies that Seller has agreed to assign to Buyer and Buyer elects to assume. 3.2.8 Other similar items applicable to the Assets and/or attributable to the operations and/or the business of the Station, it being the intention of the parties that all operations and the business of the Station prior to the Adjustment Time shall be for the account of Seller, and all operations and business of the Station after the Adjustment Time shall be for the account of Buyer. 3.2.9 Security deposits, if any. 3.2.10 If the amount of any real or personal property tax to be prorated is not known on the Closing Date, such tax shall be apportioned on the basis of the most recent tax assessment. 3.2.11 Buyer shall have no obligation to employ any of the employees of Seller. On execution of this Agreement, Seller shall deliver to Buyer a detailed list of all employees of the Station, their salaries, benefits and any other job-related matters for Buyer's review.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Radio One Inc), Asset Purchase Agreement (Radio One Inc)