Common use of Purchase Price and Adjustment Clause in Contracts

Purchase Price and Adjustment. In consideration for the sale of the Assets, at Closing Buyers shall pay Sellers the sum of Fifteen Million Dollars ($15,000,000) (the “Purchase Price”), subject to adjustment as provided in this Section 2.1, by wire transfer of immediately available funds pursuant to wire transfer instructions to be provided by Sellers to Buyers. (a) Except as provided in the LMA, all income and expenses from the ownership or holding of the Assets shall be prorated between Sellers and Buyers as of Closing, with all expenses incurred or income earned prior to Closing for the account of Sellers (including income earned from advertising which has been broadcast on the Stations prior to Closing, but not yet billed), and all income earned and expenses incurred after Closing, for the account of Buyers. (b) Except as provided in the LMA, the prorations shall account for all ad valorem and other property taxes, business and license fees, including FCC regulatory fees, utility expenses, liabilities and obligations under the Assumed Contracts and Real Estate Leases, rents and similar prepaid and deferred items and all other expenses and obligations, such as deferred revenue and prepayments attributable to the ownership or holding of the Assets and operation of the Stations that straddle the period before and after Closing. If such amounts were prepaid by Sellers prior to Closing, and Buyers will receive a benefit after Closing, then Sellers shall receive a credit for such amounts (which would include security deposits made by Sellers but assumed by Buyers). If Sellers received a benefit prior to Closing, and such amounts will be paid by Buyers after Closing, Buyers will receive a credit for such amounts. To the extent not known, real estate and personal property Taxes shall be apportioned on the basis of taxes assessed for the preceding year. Notwithstanding the foregoing, there shall be no proration on account of trade or barter arrangements except to the extent that the aggregate net liability for the contracted balance of the air time remaining as of Closing under all such arrangements exceeds the balance of the consideration to be received at or after Closing under all such arrangements by more than Twenty Five Thousand Dollars ($25,000) per Station. (c) Within forty-five (45) days after the Closing Date, Buyers shall prepare and deliver to Sellers a proposed pro rata adjustment of income and expenses in the manner described in Section 2.1(a) and Section 2.1(b) for the Stations as of Closing (the “Settlement Statement”), together with a schedule setting forth, in reasonable detail, the components thereof. During such 45-day period, Buyers and their representatives shall be provided reasonable access, upon reasonable advance notice and during normal business hours, to such books and records of Sellers, and to employees of Sellers and their independent auditors, if any, as Buyers may reasonably request in connection with its preparation of the Settlement Statement. (d) During the 30-day period following receipt of the Settlement Statement, Buyers shall provide Sellers and their representatives reasonable access, upon reasonable advance notice and during normal business hours, to such books and records of Buyers, and to employees of Buyers and their independent auditors, if any, as Sellers may reasonably request in connection with its review of the Settlement Statement. (e) The Settlement Statement shall become final and binding upon the Parties on the 30th day following delivery thereof to Sellers, unless Sellers give written notice of disagreement with the Settlement Statement (the “Notice of Disagreement”) to Buyers prior to such date. The Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a Notice of Disagreement is given to Buyers in the period specified, then the Settlement Statement (as revised in accordance with clause (i) or (ii) below) shall become final and binding upon the Parties on the earlier of (i) the date Buyers and Sellers resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm as provided herein. (f) Within ten (10) business days after the Settlement Statement becomes final and binding upon the Parties, (i) Buyers shall pay to Sellers the amount, if any, by which the prorated income allocated to Sellers exceeds the prorated expenses allocated to Sellers or (ii) Sellers shall pay to Buyers the amount, if any, by which the prorated expenses allocated to Sellers exceed the prorated income allocated to Sellers. All payments made pursuant to this Section 2.1(f) shall be made by wire transfer of immediately available funds to an account designated by the recipient party. (g) Notwithstanding any statement in this section to the contrary, if Sellers deliver a Notice of Disagreement, Sellers or Buyers, as applicable, shall make a payment to the other Party in immediately available funds of any undisputed amount within ten (10) business days of the receipt of the Notice of Disagreement. (h) During the 30-day period following the delivery of a Notice of Disagreement to Buyers that complies with the preceding paragraphs, Buyers and Sellers shall seek in good faith to resolve in writing any differences they may have with respect to the matters specified in the Notice of Disagreement. During such period: (i) each of Buyers and Sellers, and their respective independent auditors, if any, and at each of Buyers’ and Sellers’ sole cost and expense, shall be permitted to review and make copies reasonably required of: (A) the financial statements of Sellers, in the case of Buyers, and Buyers, in the case of Sellers, relating to the Notice of Disagreement, (B) the books and records of Sellers, in the case of Buyers, and Buyers, in the case of Sellers, relating to the Notice of Disagreement, and (C) any supporting schedules, analyses and documentation relating to the Notice of Disagreement; and (ii) Sellers and Buyers each shall provide reasonable access, upon reasonable advance notice and during normal business hours, to such employees of the other Party and such other Party’s independent auditors, if any, as such first Party reasonably believes is necessary or desirable in connection with its review of the Notice of Disagreement. (i) If, at the end of such 30-day period, Buyers and Sellers have not resolved their differences, Buyers and Sellers shall submit to the Accounting Firm for review and resolution any and all matters that remain in dispute and that were included in the Notice of Disagreement. Within thirty (30) days after selection of the Accounting Firm, Buyers and Sellers shall submit their respective positions to the Accounting Firm in writing, together with any other materials relied upon in support of their respective positions. Buyers and Sellers shall cooperate with each other and otherwise use commercially reasonable efforts to cause the Accounting Firm to render a decision resolving the matters in dispute within thirty (30) days following the submission of such materials to the Accounting Firm. The decision of the Accounting Firm shall be final and binding on each of the Parties, and judgment upon the determination of the Accounting Firm may be entered in any court of competent jurisdiction (but subject to Section 16.8 hereof). The fees and expenses of the Accounting Firm shall be divided equally between Sellers and Buyers. The fees and expenses (if any) of Buyers’ independent auditors and attorneys incurred in connection with the review of the Notice of Disagreement shall be borne by Buyer, and the fees and expenses (if any) of Seller’s independent auditors and attorneys incurred in connection with their review of the Settlement Statement shall be borne by Seller.

Purchase Price and Adjustment. In consideration for the sale of the Assets, at Closing Buyers shall pay Sellers the sum of Fifteen Forty Five Million Dollars ($15,000,00045,000,000) (the “Purchase Price”), subject to adjustment as provided in this Section 2.1, by wire transfer of immediately available funds pursuant to wire transfer instructions to be provided by Sellers to Buyers. (a) Except as provided in the LMA, all income and expenses from the ownership or holding of the Assets shall be prorated between Sellers and Buyers as of Closing, with all expenses incurred or income earned prior to Closing for the account of Sellers (including income earned from advertising which has been broadcast on the Stations prior to Closing, but not yet billed), and all income earned and expenses incurred after Closing, for the account of Buyers. (b) Except as provided in the LMA, the prorations shall account for all ad valorem and other property taxes, business and license fees, including FCC regulatory fees, utility expenses, liabilities and obligations under the Assumed Contracts and Real Estate Leases, rents and similar prepaid and deferred items and all other expenses and obligations, such as deferred revenue and prepayments attributable to the ownership or holding of the Assets and operation of the Stations that straddle the period before and after Closing. If such amounts were prepaid by Sellers prior to Closing, and Buyers will receive a benefit after Closing, then Sellers shall receive a credit for such amounts (which would include security deposits made by Sellers but assumed by Buyers). If Sellers received a benefit prior to Closing, and such amounts will be paid by Buyers after Closing, Buyers will receive a credit for such amounts. To the extent not known, real estate and personal property Taxes shall be apportioned on the basis of taxes assessed for the preceding year. Notwithstanding the foregoing, there shall be no proration on account of trade or barter arrangements except to the extent that the aggregate net liability for the contracted balance of the air time remaining as of Closing under all such arrangements exceeds the balance of the consideration to be received at or after Closing under all such arrangements by more than Twenty Five Thousand Dollars ($25,000) per Station. (c) Within forty-five (45) days after the Closing Date, Buyers shall prepare and deliver to Sellers a proposed pro rata adjustment of income and expenses in the manner described in Section 2.1(a) and Section 2.1(b) for the Stations as of Closing (the “Settlement Statement”), together with a schedule setting forth, in reasonable detail, the components thereof. During such 45-day period, Buyers and their representatives shall be provided reasonable access, upon reasonable advance notice and during normal business hours, to such books and records of Sellers, and to employees of Sellers and their independent auditors, if any, as Buyers may reasonably request in connection with its preparation of the Settlement Statement. (d) During the 30-day period following receipt of the Settlement Statement, Buyers shall provide Sellers and their representatives reasonable access, upon reasonable advance notice and during normal business hours, to such books and records of Buyers, and to employees of Buyers and their independent auditors, if any, as Sellers may reasonably request in connection with its review of the Settlement Statement. (e) The Settlement Statement shall become final and binding upon the Parties on the 30th day following delivery thereof to Sellers, unless Sellers give written notice of disagreement with the Settlement Statement (the “Notice of Disagreement”) to Buyers prior to such date. The Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a Notice of Disagreement is given to Buyers in the period specified, then the Settlement Statement (as revised in accordance with clause (i) or (ii) below) shall become final and binding upon the Parties on the earlier of (i) the date Buyers and Sellers resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm as provided herein. (f) Within ten (10) business days after the Settlement Statement becomes final and binding upon the Parties, (i) Buyers shall pay to Sellers the amount, if any, by which the prorated income allocated to Sellers exceeds the prorated expenses allocated to Sellers or (ii) Sellers shall pay to Buyers the amount, if any, by which the prorated expenses allocated to Sellers exceed the prorated income allocated to Sellers. All payments made pursuant to this Section 2.1(f) shall be made by wire transfer of immediately available funds to an account designated by the recipient party. (g) Notwithstanding any statement in this section to the contrary, if Sellers deliver a Notice of Disagreement, Sellers or Buyers, as applicable, shall make a payment to the other Party in immediately available funds of any undisputed amount within ten (10) business days of the receipt of the Notice of Disagreement. (h) During the 30-day period following the delivery of a Notice of Disagreement to Buyers that complies with the preceding paragraphs, Buyers and Sellers shall seek in good faith to resolve in writing any differences they may have with respect to the matters specified in the Notice of Disagreement. During such period: (i) each of Buyers and Sellers, and their respective independent auditors, if any, and at each of Buyers’ and Sellers’ sole cost and expense, shall be permitted to review and make copies reasonably required of: (A) the financial statements of Sellers, in the case of Buyers, and Buyers, in the case of Sellers, relating to the Notice of Disagreement, (B) the books and records of Sellers, in the case of Buyers, and Buyers, in the case of Sellers, relating to the Notice of Disagreement, and (C) any supporting schedules, analyses and documentation relating to the Notice of Disagreement; and (ii) Sellers and Buyers each shall provide reasonable access, upon reasonable advance notice and during normal business hours, to such employees of the other Party and such other Party’s independent auditors, if any, as such first Party reasonably believes is necessary or desirable in connection with its review of the Notice of Disagreement. (i) If, at the end of such 30-day period, Buyers and Sellers have not resolved their differences, Buyers and Sellers shall submit to the Accounting Firm for review and resolution any and all matters that remain in dispute and that were included in the Notice of Disagreement. Within thirty (30) days after selection of the Accounting Firm, Buyers and Sellers shall submit their respective positions to the Accounting Firm in writing, together with any other materials relied upon in support of their respective positions. Buyers and Sellers shall cooperate with each other and otherwise use commercially reasonable efforts to cause the Accounting Firm to render a decision resolving the matters in dispute within thirty (30) days following the submission of such materials to the Accounting Firm. The decision of the Accounting Firm shall be final and binding on each of the Parties, and judgment upon the determination of the Accounting Firm may be entered in any court of competent jurisdiction (but subject to Section 16.8 hereof). The fees and expenses of the Accounting Firm shall be divided equally between Sellers and Buyers. The fees and expenses (if any) of Buyers’ independent auditors and attorneys incurred in connection with the review of the Notice of Disagreement shall be borne by Buyer, and the fees and expenses (if any) of Seller’s independent auditors and attorneys incurred in connection with their review of the Settlement Statement shall be borne by Seller.