Common use of PURCHASE PRICE FOR THE STOCK Clause in Contracts

PURCHASE PRICE FOR THE STOCK. The total purchase price for the Stock shall be equal to (i) One Hundred Twelve Million Dollars ($112,000,000) LESS (ii) an amount equal to the balance, as of the Closing Date, of (x) the aggregate accreted value of the Company's 11-5/8% Senior Secured Notes due 2000 (issued under that certain Indenture, dated as of October 26, 1995, by and among the Company, certain guarantors and Shawmut Bank Connecticut, National Association) and (y) the outstanding aggregate principal balance of indebtedness for borrowed money (excluding any intercompany indebtedness) that is evidenced by a note, bond, debenture or similar instrument of ▇▇▇▇▇ or its subsidiaries, taken as whole, LESS (iii) accrued interest on the indebtedness referred to in the foregoing clause (ii), PLUS (iv) an amount equal to the sum, as of the Closing Date, of all cash, cash equivalents, marketable securities, bank accounts, certificates of deposit and short term investments (other than Accounts Receivable) of the Company and the Subsidiaries, LESS (v) an amount equal to the net book value (calculated in accordance with GAAP) of the Option Property at the end of the month prior to the transfer of such Option Property by the Company, LESS (vi) an amount equal to the aggregate unpaid obligations, if any, of the Company to any Person (including without limitation any current or former employee, officer, director, consultant, agent, advisor or representative of the Company) with respect to or on account of any severance agreement, severance plan, severance policy, incentive compensation, bonus arrangement, employment agreement, severance benefit agreement, compensation plan, consulting agreement or personal service contract (including without limitation the Company's Long Term Incentive Plan, the Company's Incentive Fee Plan, the Amended and Restated Employment Agreement with ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and the Amended and Restated Employment Agreement with ▇▇▇▇▇ ▇. ▇▇▇▇) other than any such obligation that relates solely to a termination of employment by the Company after the Closing (or any such termination done at the request of Purchaser prior to the Closing) of any employee of, or any consultant or independent contractor to, the Company other than ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ or ▇▇▇▇▇ ▇. ▇▇▇▇. Each of the foregoing components of the Purchase Price shall be calculated by the Company in a manner reasonably satisfactory to Purchaser and (a) according to GAAP, (b) in a manner consistent with the Company's publicly available financial statements and (c) as of the close of business on the Business Day immediately preceding the Closing Date. At the Closing, Purchaser shall pay the Purchase Price to the Stockholders, against delivery to Purchaser of a certificate or certificates, registered in its name or the name of its designees, representing the Stock. At the Closing, the Purchase Price shall be paid in cash by wire transfers of immediately available funds, or in such other form and manner as may be mutually satisfactory, to an account designated in writing by each of the Stockholders at least three (3) days prior to the Closing. The amount of the Purchase Price due to each Stockholder shall be in the respective percentages set forth on EXHIBIT 1.02 and all payments shall be in such percentages. EXHIBIT 1.02 shall be prepared by the Stockholders and delivered to Purchaser no later than sixty (60) days after the date hereof.

PURCHASE PRICE FOR THE STOCK. The total purchase price for the Stock shall be equal to (i) One Hundred Twelve Million Dollars ($112,000,000) LESS less (ii) an amount equal to the balance, as of the Closing Date, of (x) the aggregate accreted value of the Company's 11-5/8% Senior Secured Notes due 2000 (issued under that certain Indenture, dated as of October 26, 1995, by and among the Company, certain guarantors and Shawmut Bank Connecticut, National Association) and (y) the outstanding aggregate principal balance of indebtedness for borrowed money (excluding any intercompany indebtedness) that is evidenced by a note, bond, debenture or similar instrument of ▇▇▇▇▇ or its subsidiaries, taken as whole, LESS less (iii) accrued interest on the indebtedness referred to in the foregoing clause (ii), PLUS plus (iv) an amount equal to the sum, as of the Closing Date, of all cash, cash equivalents, marketable securities, bank accounts, certificates of deposit and short term investments (other than Accounts Receivable) of the Company and the Subsidiaries, LESS less (v) an amount equal to the net book value (calculated in accordance with GAAP) of the Option Property at the end of the month prior to the transfer of such Option Property by the Company, LESS less (vi) an amount equal to the aggregate unpaid obligations, if any, of the Company to any Person (including without limitation any current or former employee, officer, director, consultant, agent, advisor or representative of the Company) with respect to or on account of any severance agreement, severance plan, severance policy, incentive compensation, bonus arrangement, employment agreement, severance benefit agreement, compensation plan, consulting agreement or personal service contract (including without limitation the Company's Long Term Incentive Plan, the Company's Incentive Fee Plan, the Amended and Restated Employment Agreement with ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and the Amended and Restated Employment Agreement with ▇▇▇▇▇ ▇. ▇▇▇▇) other than any such obligation that relates solely to a termination of employment by the Company after the Closing (or any such termination done at the request of Purchaser prior to the Closing) of any employee of, or any consultant or independent contractor to, the Company other than ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ or ▇▇▇▇▇ ▇. ▇▇▇▇. Each of the foregoing components of the Purchase Price shall be calculated by the Company in a manner reasonably satisfactory to Purchaser and (a) according to GAAP, (b) in a manner consistent with the Company's publicly available financial statements and (c) as of the close of business on the Business Day immediately preceding the Closing Date. At the Closing, Purchaser shall pay the Purchase Price to the Stockholders, against delivery to Purchaser of a certificate or certificates, registered in its name or the name of its designees, representing the Stock. At the Closing, the Purchase Price shall be paid in cash by wire transfers of immediately available funds, or in such other form and manner as may be mutually satisfactory, to an account designated in writing by each of the Stockholders at least three (3) days prior to the Closing. The amount of the Purchase Price due to each Stockholder shall be in the respective percentages set forth on EXHIBIT Exhibit 1.02 and all payments shall be in such percentages. EXHIBIT Exhibit 1.02 shall be prepared by the Stockholders and delivered to Purchaser no later than sixty (60) days after the date hereof.

PURCHASE PRICE FOR THE STOCK. The total purchase price for the Stock shall be equal to (i) One Hundred Twelve Million Dollars ($112,000,000) LESS (ii) an amount equal to the balance, as of the Closing Date, of (x) the aggregate accreted value of the Company's 11-5/8% Senior Secured Notes due 2000 (issued under that certain Indenture, dated as of October 26, 1995, by and among the Company, certain guarantors and Shawmut Bank Connecticut, National Association) and (y) the outstanding aggregate principal balance of indebtedness for borrowed money (excluding any intercompany indebtedness) that is evidenced by a note, bond, debenture or similar instrument of ▇▇▇▇▇ the Company or its subsidiariesSubsidiaries, taken as whole, LESS (iii) accrued interest on the indebtedness referred to in the foregoing clause (ii), PLUS (iv) an amount equal to the sum, as of the Closing Date, of all cash, cash equivalents, marketable securities, bank accounts, certificates of deposit and short term investments (other than Accounts Receivable) of the Company and the SubsidiariesSubsidiaries OTHER THAN the amount, if any, received by the Company pursuant to that certain Asset Purchase Agreement of even date herewith by and among the Company, WEAU License, Inc. and Cosmos Broadcasting Corp. (the "WEAU Agreement"), LESS (v) an amount equal to the net book value (calculated in accordance with GAAP) of the Option Property at the end of the month prior to the transfer of such Option Property by the Company, LESS (vi) an amount equal to the aggregate unpaid obligations, if any, of the Company to any Person (including without limitation any current or former employee, officer, director, consultant, agent, advisor or representative of the Company) with respect to or on account of any severance agreement, severance plan, severance policy, incentive compensation, bonus arrangement, employment agreement, severance benefit agreement, compensation plan, consulting agreement or personal service contract (including without limitation the Company's Long Term Incentive Plan, the Company's Incentive Fee Plan, the Amended and Restated Employment Agreement with Lawrence A. Busse and the Amend▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇. mployment Agreement with James C. Ryan) other than any s▇▇▇ ▇▇▇▇▇ and the Amended and Restated Employment Agreement with ▇▇▇▇▇ ▇. ▇▇▇▇) other than any such obligation n that relates solely to a termination of employment by the Company after the Closing (or any such termination done at the request of Purchaser prior to the Closing) of any employee of, or any consultant or independent contractor to, the Company other than Lawrence A. Busse or James C. R▇▇▇. ▇▇▇▇ ▇▇ ▇▇▇ fore▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ or ▇▇▇▇▇ ▇. ▇▇▇▇. Each of the foregoing components nts of the Purchase Price shall be calculated by the Company in a manner reasonably satisfactory to Purchaser and (a) according to GAAP, (b) in a manner consistent with the Company's publicly available financial statements and (c) as of the close of business on the Business Day immediately preceding the Closing Date. At the Closing, Purchaser shall pay the Purchase Price to the Stockholders, against delivery to Purchaser of a certificate or certificates, registered in its name or the name of its designees, representing the Stock. At the Closing, the Purchase Price shall be paid in cash by wire transfers of immediately available funds, or in such other form and manner as may be mutually satisfactory, to an account designated in writing by each of the Stockholders at least three (3) days prior to the Closing. The amount of the Purchase Price due to each Stockholder shall be in the respective percentages set forth on EXHIBIT Exhibit 1.02 and all payments shall be in such percentages. EXHIBIT 1.02 shall be prepared by the Stockholders and delivered to Purchaser no later than sixty (60) days after the date hereof.