BUYER).
(F)
IF, PURSUANT TO CLAUSES (C) OR (D) OF THIS SECTION 3.2, IT IS
FINALLY DETERMINED THAT THE ADJUSTED ACCOUNTS RECEIVABLE WAS GREATER THAN THE
ESTIMATED ADJUSTED ACCOUNTS RECEIVABLE, THEN BUYER SHALL, WITHIN 10 BUSINESS
DAYS OF THE DATE OF SUCH FINAL DETERMINATION, PAY TO SELLER, THE AMOUNT EQUAL TO
SUCH DIFFERENCE, TOGETHER WITH INTEREST THEREON AT THE RATE OF 10% PER ANNUM
FROM THE CLOSING DATE TO THE DATE OF PAYMENT, SUCH CASH PAYMENT TO BE MADE BY
WIRE
12
TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO SUCH BANK ACCOUNT AS SELLER MAY
DESIGNATE (OR IN THE ABSENCE OF SUCH DESIGNATION, BY CORPORATE CHECK DELIVERED
TO SELLER).
3.3
ALLOCATION OF PURCHASE PRICE.
BUYER SHALL PREPARE A PROPOSED
ALLOCATION OF THE TOTAL CONSIDERATION AMONG THE ASSETS OF THE COMPANY AS SOON AS
PRACTICABLE AFTER CLOSING AND SELLER SHALL HAVE THE RIGHT TO REVIEW AND MAKE
REASONABLE COMMENTS ON SUCH PROPOSED ALLOCATION.
BUYER AND SELLER SHALL (EXCEPT
AS MAY BE REQUIRED BY A "DETERMINATION" WITHIN THE MEANING OF SECTION 1313(A) OF
THE CODE OR ANY SIMILAR STATE, LOCAL OR FOREIGN TAX LAW) (I) REPORT THE
ALLOCATION OF THE TOTAL CONSIDERATION AMONG THE ASSETS OF THE COMPANY IN
ACCORDANCE WITH THE ALLOCATION MADE PURSUANT TO THIS SECTION 3.3 AND (II) ACT IN
ACCORDANCE WITH SUCH ALLOCATION (X) IN THE PREPARATION AND FILING OF ALL TAX
RETURNS (INCLUDING FILING ANY FORMS OR STATEMENTS REQUIRED BY THE CODE, TREASURY
REGULATIONS, THE IRS OR ANY APPLICABLE STATE OR LOCAL TAX AUTHORITY) AND (Y) IN
THE COURSE OF ANY TAX PROCEEDING.
BUYER AND SELLER SHALL PROMPTLY INFORM ONE
ANOTHER OF ANY CHALLENGE BY ANY GOVERNMENTAL ENTITY TO THE ALLOCATION MADE
PURSUANT TO THIS SECTION 3.3 AFTER THE CLOSING AND AGREE TO CONSULT AND KEEP ONE
ANOTHER INFORMED WITH RESPECT TO THE STATUS OF, AND ANY DISCUSSION, PROPOSAL OR
SUBMISSION WITH RESPECT TO, SUCH CHALLENGE.
3.4
SALES TAX.
BUYER SHALL BE LIABLE FOR, AND TIMELY PAY ANY SALES,
TRANSFER, STAMP, STOCK TRANSFER, USE, REAL PROPERTY, GOODS AND SERVICES AND
SIMILAR TAXES THAT ARE PAYABLE IN CONNECTION WITH THE PURCHASE OF ALL OF
SELLER'S RIGHT, TITLE AND INTEREST IN AND TO THE COMPANY BY BUYER PURSUANT TO
THIS AGREEMENT.
BUYER AND SELLER SHALL COOPERATE IN TIMELY MAKING ALL FILINGS,
RETURNS, REPORTS AND FORMS AS MAY BE REQUIRED IN CONNECTION WITH THE PAYMENT OF
SUCH TAXES.
SELLER AND BUYER, AS APPROPRIATE, SHALL EXECUTE AND DELIVER ALL
INSTRUMENTS AND CERTIFICATES NECESSARY TO ENABLE THE OTHER TO COMPLY WITH ANY
FILING REQUIREMENTS AND/OR LAWS RELATING TO SUCH TAXES.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY
Except as disclosed in the Seller Disclosure Schedule, Seller and the Company
hereby represent and warrant to Buyer as follows:
4.1
ORGANIZATION AND QUALIFICATION.
(A)
CROWN MEDIA HOLDINGS, INC. IS A CORPORATION DULY FORMED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE AND HAS
ALL REQUISITE CORPORATE POWER AND AUTHORITY TO CARRY ON ITS BUSINESS AS IT IS
NOW BEING CONDUCTED AS AND WHERE THE BUSINESS