STATIONS THAT
STRADDLE THE PERIOD BEFORE AND AFTER THE EFFECTIVE TIME.
IF SUCH AMOUNTS WERE
PREPAID BY SELLER PRIOR TO THE EFFECTIVE TIME AND BUYER WILL RECEIVE A BENEFIT
AFTER THE EFFECTIVE TIME, THEN SELLER SHALL RECEIVE A CREDIT FOR SUCH AMOUNTS.
IF SELLER WAS ENTITLED TO RECEIVE A BENEFIT PRIOR TO THE EFFECTIVE TIME AND SUCH
AMOUNTS WILL BE PAID BY BUYER AFTER THE EFFECTIVE TIME, BUYER 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
5
YEAR, WITH A REAPPORTIONMENT AS SOON AS THE NEW TAX RATE AND VALUATION CAN BE
ASCERTAINED EVEN IF SUCH IS ASCERTAINED AFTER THE SETTLEMENT STATEMENT IS SO
DETERMINED.
NOTWITHSTANDING ANYTHING IN THIS SECTION 1.7 TO THE CONTRARY, THERE
SHALL BE NO PRORATION UNDER THIS SECTION 1.7 FOR TRADEOUT AGREEMENTS.
(C)
ACCRUED VACATION LIABILITIES FOR TRANSFERRED EMPLOYEES SHALL BE
INCLUDED IN THE PRORATIONS, BUT THERE SHALL BE NO PRORATION UNDER THIS SECTION
1.7 FOR SICK LEAVE FOR TRANSFERRED EMPLOYEES.
(D)
WITHIN 45 DAYS AFTER THE CLOSING DATE, BUYER SHALL PREPARE AND
DELIVER TO SELLER A PROPOSED PRO RATA ADJUSTMENT OF ASSETS AND LIABILITIES IN
THE MANNER DESCRIBED IN SECTION 1.7(A) AND SECTION 1.7(B), FOR THE STATIONS, AS
OF THE EFFECTIVE TIME (THE "SETTLEMENT STATEMENT") SETTING FORTH THE PRORATED
ASSUMED OBLIGATIONS AND THE PRORATED STATION ASSETS TOGETHER WITH A SCHEDULE
SETTING FORTH, IN REASONABLE DETAIL, THE COMPONENTS THEREOF.
(E)
DURING THE 30-DAY PERIOD FOLLOWING THE RECEIPT OF THE SETTLEMENT
STATEMENT (I) SELLER AND ITS INDEPENDENT AUDITORS, IF ANY, SHALL BE PERMITTED TO
REVIEW AND MAKE COPIES REASONABLY REQUIRED OF (A) THE FINANCIAL STATEMENTS OF
BUYER RELATING TO THE SETTLEMENT STATEMENT; (B) THE WORKING PAPERS OF BUYER AND
ITS INDEPENDENT AUDITORS, IF ANY, RELATING TO THE SETTLEMENT STATEMENT; (C) THE
BOOKS AND RECORDS OF BUYER RELATING TO THE SETTLEMENT STATEMENT; AND (D) ANY
SUPPORTING SCHEDULES, ANALYSES AND OTHER DOCUMENTATION RELATING TO THE
SETTLEMENT STATEMENT AND (II) BUYER SHALL PROVIDE REASONABLE ACCESS, UPON
REASONABLE ADVANCE NOTICE AND DURING NORMAL BUSINESS HOURS, TO SUCH EMPLOYEES OF
SELLER AND ITS INDEPENDENT AUDITORS, IF ANY, AS SELLER REASONABLY BELIEVES IS
NECESSARY OR DESIRABLE IN CONNECTION WITH ITS REVIEW OF THE SETTLEMENT
STATEMENT.
(F)
THE SETTLEMENT STATEMENT SHALL BECOME FINAL AND BINDING UPON THE
PARTIES ON THE 30TH DAY FOLLOWING DELIVERY THEREOF, UNLESS SELLER GIVES WRITTEN
NOTICE OF ITS DISAGREEMENT WITH THE SETTLEMENT STATEMENT (THE "NOTICE OF
DISAGREEMENT") TO BUYER 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 BUYER 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
BUYER AND SELLER RESOLVE IN WRITING ANY DIFFERENCES THEY HAVE WITH RESPECT TO
THE MATTERS SPECIFIED IN THE NOTICE OF DISAGREEMENT OR (II) THE DATE ANY