REVIEW OF THE NOTICE OF DISAGREEMENT.
(J)
IF, AT THE END OF SUCH 30-DAY PERIOD, BUYER AND SELLER HAVE NOT
RESOLVED SUCH DIFFERENCES, BUYER AND SELLER SHALL SUBMIT TO THE ACCOUNTING FIRM
FOR REVIEW AND RESOLUTION ANY AND ALL MATTERS THAT REMAIN IN DISPUTE AND THAT
WERE PROPERLY INCLUDED IN THE NOTICE OF DISAGREEMENT. WITHIN 60 DAYS AFTER
SELECTION OF THE ACCOUNTING FIRM, BUYER AND SELLER SHALL SUBMIT THEIR RESPECTIVE
POSITIONS TO THE ACCOUNTING FIRM, IN WRITING, TOGETHER WITH ANY OTHER MATERIALS
RELIED UPON IN SUPPORT OF THEIR RESPECTIVE POSITIONS.
BUYER AND SELLER SHALL
USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE ACCOUNTING FIRM TO RENDER A
DECISION RESOLVING THE MATTERS IN DISPUTE WITHIN 30 DAYS FOLLOWING THE
SUBMISSION OF SUCH MATERIALS TO THE ACCOUNTING FIRM.
BUYER AND SELLER AGREE
THAT JUDGMENT MAY BE ENTERED UPON THE DETERMINATION OF THE ACCOUNTING FIRM IN
ANY COURT HAVING JURISDICTION OVER THE PARTY AGAINST WHICH SUCH DETERMINATION IS
TO BE ENFORCED.
EXCEPT AS SPECIFIED IN THE FOLLOWING SENTENCE, THE COST OF ANY
ARBITRATION (INCLUDING THE FEES AND EXPENSES OF THE ACCOUNTING FIRM) PURSUANT TO
THIS SECTION 1.7 SHALL BE BORNE BY BUYER AND SELLER IN INVERSE PROPORTION AS
THEY MAY PREVAIL ON MATTERS RESOLVED BY THE ACCOUNTING FIRM, WHICH PROPORTIONAL
ALLOCATIONS SHALL ALSO BE DETERMINED BY THE ACCOUNTING FIRM AT THE TIME THE
DETERMINATION OF THE ACCOUNTING FIRM IS RENDERED ON THE MATTERS SUBMITTED.
THE
FEES AND EXPENSES (IF ANY) OF BUYER'S 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.
7
1.8
Accounts Receivable.
(A)
AT THE EFFECTIVE TIME, SELLER SHALL DESIGNATE BUYER AS ITS AGENT
SOLELY FOR THE PURPOSE OF COLLECTING THE ACCOUNTS RECEIVABLE.
SELLER SHALL
DELIVER TO BUYER, ON OR IMMEDIATELY AFTER THE EFFECTIVE TIME, A STATEMENT OF THE
ACCOUNTS RECEIVABLE.
BUYER SHALL USE COMMERCIALLY REASONABLE EFFORTS IN THE
ORDINARY COURSE OF BUSINESS TO COLLECT THE ACCOUNTS RECEIVABLE DURING THE PERIOD
(THE "COLLECTION PERIOD") BEGINNING AT THE EFFECTIVE TIME AND ENDING ON THE
120TH DAY FOLLOWING THE EFFECTIVE TIME CONSISTENT WITH BUYER'S PRACTICES FOR
COLLECTION OF ITS ACCOUNTS RECEIVABLE.
ANY PAYMENT RECEIVED BY BUYER (I) AT ANY
TIME FOLLOWING THE EFFECTIVE TIME, (II) FROM A CUSTOMER OF THE STATIONS AFTER
THE EFFECTIVE TIME THAT WAS ALSO A CUSTOMER OF THE STATIONS PRIOR TO THE
EFFECTIVE TIME AND THAT IS OBLIGATED WITH RESPECT TO ANY ACCOUNTS RECEIVABLE AND
(III) THAT IS NOT DESIGNATED AS A PAYMENT OF A PARTICULAR INVOICE OR INVOICES OR
AS A SECURITY DEPOSIT OR OTHER PREPAYMENT, SHALL BE PRESUMPTIVELY APPLIED TO THE
ACCOUNTS RECEIVABLE FOR SUCH CUSTOMER OUTSTANDING FOR THE LONGEST AMOUNT OF TIME
AND, IF SUCH ACCOUNTS RECEIVABLE SHALL BE AN ACCOUNTS RECEIVABLE, REMITTED TO
SELLER IN ACCORDANCE WITH SECTION 1.8(B); PROVIDED FURTHER, HOWEVER, THAT IF,
PRIOR TO THE EFFECTIVE TIME, SELLER OR, AFTER THE EFFECTIVE TIME,