Closing Statement. Not less than three (3) Business Days prior to the anticipated Closing Date, Emmis will deliver to Sinclair a written statement (the “Estimated Closing Statement”) setting forth # Emmis’ good-faith estimate of the amount of Net Working Capital (the “Estimated Net Working Capital ”), and # the Estimated Closing Consideration.

Closing Statement. No later than sixty (60) days after the Closing Date, Purchaser shall cause to be prepared in good faith and delivered to the Representative a statement (the “Closing Statement”), substantially similar in form to the Pre-Closing Statement, setting forth Purchaser’s calculation of # Working Capital as of the close of business on the Closing Date, # the amount, if any, by which such calculation of Working Capital exceeds the Working Capital Target or the amount, if any, by which the Working Capital Target exceeds such calculation of Working Capital, # each of the items described in [Section 2.5(a)(i)(B)-(H)])] above, as of the close of business on the Closing Date and # the amount, and calculation of, the Purchase Price derived solely from the foregoing items (collectively, the “Closing Date Purchase Price”), together with a certificate signed by an authorized executive officer of Purchaser that the Closing Statement and the determinations and calculations contained therein were prepared in a manner consistent with the relevant definitions set forth in this Agreement and in accordance with the Accounting Rules. If Purchaser fails to deliver the Closing Statement within such sixty (60) day period, then in addition to any other rights the Representative may have under this Agreement, the Representative shall have the right to elect that the Estimated Purchase Price (as adjusted to incorporate the amount, if any, by which the Estimated Closing Date Working Capital exceeds the Working Capital Target or the amount, if any, by which the Working Capital Target exceeds the Estimated Closing Date Working Capital) be deemed to be the amount of the Final Closing Date Purchase Price and be final and binding and used for purposes of calculating the adjustment pursuant to [Section 2.5(b)] above. The Parties acknowledge that no adjustments may be made to the Working Capital Target.

Registration Statement. None of the information relating to the Company or its Subsidiaries to be supplied by the Company, or by any other Person acting on behalf of the Company at its direction, in writing specifically for inclusion in the Registration Statement will, as of the date the Registration Statement (or any amendment or supplement thereto) is first mailed to the BRPA Stockholders, at the time of the BRPA Special Meeting, or at the Effective Time, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, notwithstanding the foregoing provisions of this Section 2.24, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Registration Statement that were not supplied by or on behalf of the Company for use therein.

Registration Statement. The Registration Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC which remains in effect with respect to the Registration Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC which remains pending.

Registration Statement. The Company has prepared and filed with the Commission a shelf registration statement on Form S-3 (File No. ​) that contains a base prospectus (the “Base Prospectus”). Such registration statement registers the sale by the Selling Stockholder of the Maximum Selling Stockholder Amount. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable, with respect to the Shares. Except where the context otherwise requires, such registration statement(s), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, including all financial statements, exhibits and schedules thereto and all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act as from time to time amended or supplemented, is herein referred to as the “Registration Statement,” and the prospectus constituting a part of such registration statement(s), together with any prospectus supplement filed with the Commission pursuant to Rule 424(b) under the Securities Act relating to a particular sale of the Shares, including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, is referred to herein as the “Prospectus,” except that if any revised prospectus is provided to the Agent or the Forward Purchaser by the Company for use in connection with the offering of the Shares that is not required to be filed by the Company pursuant to Rule 424(b) under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent or the Forward Purchaser, as applicable, for such use. The Registration Statement at the time it originally became effective is referred to herein as the “Original Registration Statement.” As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference.

Earnings Statement. As soon as practicable, the Company will make generally available to its security holders and to the Agent an earnings statement (which need not be audited), covering a period of at least twelve (12) months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement, which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act. Notwithstanding the foregoing, the Company will be deemed to have furnished such statement to its security holders and the Agent to the extent it is available on EDGAR or any successor system.

Accounts Statement. At least five (5) Business Days prior to the Closing Date, the Seller shall deliver to the Purchaser a statement (the “AR/AP Statement”) setting forth in reasonable detail the Seller’s good faith estimates of Accounts Receivable, Accounts Payable and the Net Adjustment Amount, accompanied by reasonably detailed back-up documentation for such estimates; provided that Seller shall consider in good faith any comments Purchaser might have with respect to the AR/AP Statement, but if the Parties cannot resolve any disagreement with regard to any such comments by the date the Closing is to occur pursuant to this Agreement, the AR/AP Statement shall be based upon the Seller’s good faith estimates and such a disagreement shall in no event cause a delay to the Closing (it being understood that the post-Closing true-up mechanism provided for in [Section 1.6(c)] and Exhibit F shall continue to be available).

Eligible Directors should be aware that their participation in the Plan involves the following risks, among others:

Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

Exhibits

A. Form of Monthly Accounting Report

B. Custody Agreement

Statement to Participants. Within a reasonable time after the last day of each Plan Year, the Board shall furnish to each Participant a statement setting forth the Participant’s total number of Shares subject to Options, the date such Options were granted, and such other information as the Board shall deem advisable to furnish.

Quarterly Financial Statement. Borrower shall furnish to Lender within 90 days after the end of each fiscal quarter, a balance sheet and income statement as of the end of such quarter, all in form and substance and in reasonable detail satisfactory to Lender, such quarterly financial statements being prepared according to GAAP.

Statement of Accounts. The Bank shall provide to the Participant, within one hundred twenty (120) days after the end of each Plan Year, a statement setting forth the Deferral Account balance as of the end of such Plan Year.

Statement Regarding Adjustments. Whenever the Strike Price Warrant Entitlement shall be adjusted (or there shall be any other adjustment to the terms of any Warrant), the Company shall, within five (5) Business Days thereafter, send a written notice to each Holder, including a statement showing in reasonable detail the facts requiring such adjustment and the Strike Price and Warrant Entitlement that shall be in effect after such adjustment.

Closing Certificate. A certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in [Sections 5.2(b), (c) and (d)])])] have been satisfied;

Closing Fees. Evidence that any other fees due on or before the Closing Date have been paid.

The Closing. This Subscription Agreement, the Purchaser Questionnaire set forth in Exhibit A hereto, executed and completed in full, and the Purchase Price, by certified or bank check or wire transfer (please refer to Exhibit B), must be delivered by overnight mail, registered mail or by courier (with proof of delivery requested in each case) to the Company.

Closing Deliverables. If the Company accepts the undersigned’s Subscription Agreement, the Company shall deliver an originally executed share certificate representing the purchased Units in exchange for the accepted Purchase Price to the undersigned to the address provided by the undersigned on the signature page to this Subscription Agreement.