is to occur is referred to herein as the "Closing
Date."
The effective time of the Closing shall be 12:01 a.m., local Station
time, on the Closing Date (the "Effective Time").
5
1.7
General Proration.
(A)
EXCEPT AS PROVIDED IN THE LOCAL MARKETING AGREEMENT, ALL STATION
ASSETS THAT WOULD BE CLASSIFIED AS ASSETS IN ACCORDANCE WITH GAAP, AND ALL
ASSUMED OBLIGATIONS THAT WOULD BE CLASSIFIED AS LIABILITIES IN ACCORDANCE WITH
GAAP (INCLUDING ACCRUED BUT UNPAID COMMISSIONS, BUT EXCLUDING EQUITY NON-CASH
COMPENSATION), SHALL BE PRORATED BETWEEN BUYER AND SELLER AS OF THE EFFECTIVE
TIME, INCLUDING BY TAKING INTO ACCOUNT THE ELAPSED TIME OR CONSUMPTION OF AN
ASSET DURING THE MONTH IN WHICH THE EFFECTIVE TIME OCCURS (RESPECTIVELY, THE
"PRORATED STATION ASSETS" AND THE "PRORATED ASSUMED OBLIGATIONS").
EXCEPT AS
PROVIDED IN THE LOCAL MARKETING AGREEMENT, SUCH PRORATED STATION ASSETS AND
PRORATED ASSUMED OBLIGATIONS RELATING TO THE PERIOD PRIOR TO THE EFFECTIVE TIME
SHALL BE FOR THE ACCOUNT OF SELLER AND THOSE RELATING TO THE PERIOD ON OR AFTER
THE EFFECTIVE TIME FOR THE ACCOUNT OF BUYER AND SHALL BE PRORATED ACCORDINGLY.
(B)
EXCEPT AS PROVIDED IN THE LOCAL MARKETING AGREEMENT, SUCH
PRORATIONS SHALL INCLUDE ALL AD VALOREM AND OTHER PROPERTY TAXES, UTILITY
EXPENSES, LIABILITIES AND OBLIGATIONS UNDER STATION CONTRACTS, RENTS AND SIMILAR
PREPAID AND DEFERRED ITEMS AND ALL OTHER EXPENSES AND OBLIGATIONS, SUCH AS
ACCRUED BUT UNPAID COMMISSIONS, DEFERRED REVENUE AND PREPAYMENTS, ATTRIBUTABLE
TO THE OWNERSHIP AND OPERATION OF THE 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 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