Common use of Apportionment Clause in Contracts

Apportionment. Before the Closing Date, Sellers and Purchaser shall make mutually satisfactory arrangements with respect to, or take readings or other measurements of, gas, water, electricity and other utilities at the Acquired Restaurants (the “Utilities”). At least three (3) Business Days prior to the Closing Date, the Sellers shall prepare and deliver to Purchaser Schedule 2.7 (which shall be in form and substance substantially similar to the draft Schedule attached to this Agreement) setting forth in reasonable detail the Sellers’ good faith estimate of (i) estimated rebates under beverage and other supplier contracts relating to the Acquired Restaurants, plus (ii) Utility deposits/prepaids related to the Acquired Restaurants (excluding adequate assurance deposits), plus (iii) Pre-paid monthly occupancy charges related to the Acquired Restaurants, which, for the purposes of this section, include but are not limited to base rent, monthly CAM charges, pass-through utilities, and pass-through real estate taxes, less (iv) estimated accrued and unpaid utility amounts as of the Closing Date (collectively, the “Apportionment Amount”). Sellers and Purchaser will negotiate in good faith to finalize the Apportionment Amount by the Closing Date (the “Final Apportionment Amount”). On the Closing Date, the Final Apportionment Amount will be added to or subtracted from the Purchase Price, as appropriate. Seller’s Escrow Holder shall retain $50,000 of the Purchase Price for up to 60 days past the Closing Date for the purpose of Sellers and Purchaser reconciling the payments contemplated in this paragraph. Seller’s Escrow Holder shall distribute the held back amount in accordance with mutual instructions from the Sellers and Purchaser. This requirement may be waived by mutual agreement of the Sellers and Purchasers on the Closing Date. To the extent any post-petition claims for Utilities services come due after the Closing, such claims shall be the responsibility of the Purchaser.

Apportionment. Before the Closing Date, Sellers and Purchaser shall make mutually satisfactory arrangements with respect to, or take readings or other measurements of, gas, water, electricity and other utilities at the Acquired Restaurants The following items (the “"Utilities”). At least three (3") Business Days prior to the Closing Date, the Sellers shall prepare and deliver to Purchaser Schedule 2.7 (which shall be in form and substance substantially similar to ------------- apportioned between the draft Schedule attached to this Agreement) setting forth in reasonable detail the Sellers’ good faith estimate of (i) estimated rebates under beverage and other supplier contracts relating to the Acquired Restaurants, plus (ii) Utility deposits/prepaids related to the Acquired Restaurants (excluding adequate assurance deposits), plus (iii) Pre-paid monthly occupancy charges related to the Acquired Restaurants, which, for the purposes of this section, include but are not limited to base rent, monthly CAM charges, pass-through utilities, and pass-through real estate taxes, less (iv) estimated accrued and unpaid utility amounts parties as of the Closing Date so that all obligations occurring before such date shall be obligations of Seller and all obligations occurring after such date shall be obligations of Buyer: rent, service charges for telephones, water, sewage, gas, utilities, electricity, oil and similar services provided by third parties. Within thirty (collectively, the “Apportionment Amount”). Sellers and Purchaser will negotiate in good faith to finalize the Apportionment Amount by the Closing Date (the “Final Apportionment Amount”). On 30) days following the Closing Date, Seller shall provide to Buyer a statement showing in reasonable detail such apportionment (the Final Apportionment Amount will be added "Statement"). Within ten (10) days following receipt thereof, Buyer shall provide written notice to Seller stating whether Buyer agrees or subtracted from disagrees with such apportionment. In the Purchase Priceevent Buyer agrees with such apportionment, Buyer shall promptly pay the amount shown as appropriatedue on the Statement. Seller’s Escrow Holder In the event the parties cannot agree upon such apportionment, the parties shall retain $50,000 use the average of the Purchase Price for up two amounts proposed by the parties and payment by Buyer shall promptly be made and such disagreement shall be resolved pursuant to 60 days past the dispute resolution provisions set forth on Exhibit 1.8 hereto. ----------- (b) Use of Hong Kong Facilities; Payment of Utilities. Following ------------------------------------------------- the Closing Date for and prior to the purpose of Sellers and Purchaser reconciling the payments contemplated in this paragraph. Seller’s Escrow Holder shall distribute the held back amount in accordance with mutual instructions from the Sellers and Purchaser. This requirement may be waived by mutual agreement effective date of the Sellers assumption by Buyer of the Hong Kong Lease (the "Assumption Date"), Seller shall use its reasonable efforts to make the facilities covered by the Hong Kong Lease available to Buyer and Purchasers on the Closing Date. To the extent any post-petition claims for Utilities services come due after the Closing, such claims Buyer shall be responsible for payment of all costs related thereto, including, but not limited to, rent, utilities and insurance. In the responsibility event the Hong Kong Lease is not assigned to Buyer, Buyer's obligations to make such payments shall cease as of the Purchasereffective time that Buyer no longer occupies such facilities. Following the Assumption Date, Buyer shall cause the Utilities to be transferred into the name of Buyer.

Apportionment. Before (a) The Purchase Price set forth in Section 1.3 shall be subject to further adjustment as set forth in this Section 1.7 if, but only if, the Closing Date, Sellers and Purchaser shall make mutually satisfactory arrangements with respect to, adjustments hereunder amount to a net aggregate increase or take readings decrease to the Purchase Price of $100,000 or other measurements of, gas, water, electricity and other utilities at more. In the Acquired Restaurants (event that any of the “Utilities”). At least three (3) Business Days prior to adjustments provided for in this Section 1.7 cannot be calculated as of the Closing Date, the Sellers shall prepare and deliver to Purchaser Schedule 2.7 (which appropriate payment shall be in form and substance substantially similar made by the Buyer or the Seller, as the case may be, to the draft Schedule attached to this Agreement) setting forth in reasonable detail the Sellers’ good faith estimate of (i) estimated rebates under beverage and other supplier contracts relating to the Acquired Restaurants, plus (ii) Utility deposits/prepaids related to the Acquired Restaurants (excluding adequate assurance deposits), plus (iii) Pre-paid monthly occupancy charges related to the Acquired Restaurants, which, for the purposes of this section, include but are not limited to base rent, monthly CAM charges, pass-through utilities, and pass-through real estate taxes, less (iv) estimated accrued and unpaid utility amounts Party as of promptly following the Closing Date as is practicable. (collectively, the “Apportionment Amount”). Sellers b) For each Assigned Contract (including leases of real estate or equipment and Purchaser will negotiate insurance policies) for which rent or other payments have been made in good faith to finalize the Apportionment Amount advance by the Closing Date (the “Final Apportionment Amount”). On Seller covering a Payment Period that includes time after the Closing Date, the Final Apportionment Amount will Purchase Price shall be added increased by the amount determined by multiplying such advance payment by a fraction, the numerator of which is the number of days remaining in the Payment Period after the Closing Date and the denominator of which is the total number of days in the Payment Period. (c) For each Assigned Contract (including leases of real estate or equipment and insurance policies) for which rent or other payments are to be made in arrears by the Buyer covering a Payment Period that includes time on or subtracted from before the Closing Date, the Purchase PricePrice shall be decreased by the amount determined by multiplying such payment by a fraction, the numerator of which is the number of days in the Payment Period through and including the Closing Date and the denominator of which is the total number of days in the Payment Period. (d) For (i) any (A) water, sewer and fire protection and other service fees, any electricity, gas, telephone and other utility expenses, any fees relating to any Permits of the Seller transferred to the Buyer which relate to any site covered by a real estate lease that is being assigned by the Seller to the Buyer as appropriate. Seller’s Escrow Holder an Assigned Contract and (B) Periodic Taxes that (ii) have been paid in advance by the Seller covering a Payment Period that includes time after the Closing Date, the Purchase Price shall retain $50,000 be increased by the amount determined by multiplying such advance payment by a fraction, the numerator of which is the number of days remaining in the Payment Period after the Closing Date and the denominator of which is the total number of days in the Payment Period. (e) For (i) any (A) water, sewer and fire protection and other service fees, any electricity, gas, telephone and other utility expenses, any fees relating to any Permits of the Seller transferred to the Buyer which relate to any site covered by a real estate lease that is being assigned by the Seller to the Buyer as an Assigned Contract and (B) Periodic Taxes that (ii) are to be paid in arrears by the Buyer covering a Payment Period that includes time on or before the Closing Date, the Purchase Price shall be decreased by the amount determined by multiplying such payment by a fraction, the numerator of which is the number days in the Payment Period through and including the Closing Date and the denominator of which is the total number of days in the Payment Period. (f) If the Purchase Price is adjusted pursuant to this Section 1.7, the allocation of the Purchase Price for up to 60 days past among the Closing Date for the purpose of Sellers and Purchaser reconciling the payments contemplated Acquired Assets as set forth in this paragraph. Seller’s Escrow Holder shall distribute the held back amount in accordance with mutual instructions from the Sellers and Purchaser. This requirement may be waived by mutual agreement of the Sellers and Purchasers on the Closing Date. To the extent any post-petition claims for Utilities services come due after the Closing, such claims Schedule 1.6 attached hereto shall be the responsibility of the Purchaserappropriately modified to reflect such adjustment.

Apportionment. Before (a) Other than Qualified Accrued Interest payable to Sellers as a portion of the Purchase Price in accordance with the definition of Purchase Price, there will be no apportionment of any amounts accrued with respect to any Asset, and all funds received by Purchasers after a Closing Date that are derived from the applicable Assets conveyed at such Closing shall belong to the applicable Purchaser, and Sellers shall, by virtue of their execution and delivery of the Transaction Documents, be deemed to fully waive and release any and all claims thereto. (b) Sellers and Purchasers acknowledge and agree that (i) Sellers are entitled to, and shall retain, all amounts paid with respect to the Assets (including all principal amortization payments, prepayments, default interest payments, prepayment premiums, late fees and other amounts payable with respect to the applicable Asset) during the period prior to each Closing Date with respect to the Assets conveyed on such Closing Date, except for Qualified Accrued Interest already paid by the Purchasers as a portion of the Purchase Price in accordance with the definition of Purchase Price, and Sellers shall be responsible and liable for any and all costs, expenses and liabilities to third parties specifically incurred pursuant to the terms of any agreements (other than Loan Documents) during the period prior to such Closing Date with respect to the Assets conveyed on such Closing Date; and (ii) Purchasers shall be entitled to, and shall retain, all amounts paid with respect to the applicable Assets for the period from and after such Closing Date, and Purchasers shall be responsible and liable for any and all costs, expenses and liabilities to third parties specifically pursuant to the terms of any agreements (other than Loan Documents) during the period from and after such Closing Date. (c) With respect to any Assets actually sold and transferred to Purchasers on a Closing Date, Sellers shall remit to Purchasers any payments of interest or principal with respect to such Assets which accrue from and after the Closing Date, and which are actually received by any Seller after such Closing Date. (d) As of each Closing Date, Purchasers will assume all obligations of Sellers and Purchaser shall make mutually satisfactory arrangements with respect toto Escrow Amounts, Deposit Accounts and reserve accounts held under the applicable Loan Documents relating to the Assets transferred or any other documents contained in the Asset Files relative to such Assets, and, at each Closing, Sellers will transfer and assign to the applicable Purchasers all of the respective Sellers’ interests in and to such Escrow Amounts, Deposit Accounts and reserve accounts relating to the Assets sold at such Closing in accordance with the terms hereof. Sellers hereby agree not to disburse (or authorize the disbursement of) any Escrow Amounts or funds held in any Deposit Accounts and reserve accounts that are actually held by Sellers, or take readings on behalf of Sellers (but not by any third-party, manager, franchisee or other measurements ofborrower), gaswith respect to the Assets as of February 28, water, electricity and other utilities at the Acquired Restaurants 2011 (the “UtilitiesSeller Controlled Accounts”). At least three (3) Business Days prior to , from and after the Closing Date, the Sellers shall prepare and deliver to Purchaser Schedule 2.7 (which shall be in form and substance substantially similar to the draft Schedule attached to date of this Agreement) setting forth , without Purchasers’ written consent, not to be unreasonably withheld, conditioned or delayed, other than in reasonable detail accordance with the Sellers’ good faith estimate of (i) estimated rebates under beverage and other supplier contracts relating to the Acquired Restaurants, plus (ii) Utility deposits/prepaids related to the Acquired Restaurants (excluding adequate assurance deposits), plus (iii) Pre-paid monthly occupancy charges related to the Acquired Restaurants, which, for the purposes of this section, include but are not limited to base rent, monthly CAM charges, pass-through utilities, and pass-through real estate taxes, less (iv) estimated accrued and unpaid utility amounts as of the Closing Date (collectively, the “Apportionment Amount”)applicable Loan Documents. Sellers and Seller Parent hereby agree to indemnify and hold Purchasers harmless from and against any and all Damages reasonably incurred by any Purchaser will negotiate in good faith connection with a valid Claim asserted against any Purchaser by any Borrower or other party relative to finalize any of the Apportionment Amount by Seller Controlled Accounts which are not transferred and assigned to Purchasers at Closing. The foregoing indemnity shall not be merged at Closing, but shall survive Closing until the Closing applicable Survival Date relating to such Closing. (e) The Purchase Price with respect to the “Final Apportionment Amount”). On the Closing DateAssets subject to each Closing, the Final Apportionment Amount will be added to or subtracted from including a delineation of Qualified Accrued Interest for each Asset payable as a component of the Purchase Price, as appropriate. Seller’s Escrow Holder shall retain $50,000 of be set forth on a settlement statement prepared by the Purchase Price for up to 60 days past the Closing Date for the purpose of applicable Sellers and Purchaser reconciling mutually agreed to by the payments contemplated applicable Purchasers (in this paragraph. Seller’s Escrow Holder shall distribute such Purchasers’ reasonable discretion) (each such statement, a “Settlement Statement”) executed by the held back amount in accordance with mutual instructions from the applicable Sellers and Purchaser. This requirement may be waived by mutual agreement of the Sellers and Purchasers on the Closing Date. To the extent any post-petition claims for Utilities services come due after the Closing, such claims shall be the responsibility of the Purchaserapplicable Purchasers.

Apportionment. Before All outgoings in relation to the Business referable to periods prior to the close of business on the Closing DateDate shall be borne by the Seller and thereafter by the Buyer. [All income, Sellers whether accrued, received or realised, referable to periods prior to close of business on the Closing Date shall belong to the Seller][Note: Receivables are a part of the Current Assets, which means that the Buyer will have the right to such payments.] and Purchaser thereafter to the Buyer [and all such items shall make mutually satisfactory arrangements with respect be apportioned accordingly] except to the extent expressly provided for in the Audited Closing Accounts. Items to be so apportioned shall include: all charges, fees, impositions assessed or required to be paid in relation to, or take readings as a result of the Real Properties or other measurements ofthe operation of the Business; all rents, rates, gas, water, electricity telephone charges and other utilities at outgoings; all rents, royalties and other periodical payments receivable; all salaries, wages, Employee Plans and Taxes. The obligations of the Acquired Restaurants Seller and the Buyer hereunder to complete the transfer of the Business and payment by the Buyer to the Seller of the Purchase Consideration are subject to the fulfilment by the Seller of the following conditions (unless waived by the Buyer) (each a “UtilitiesCondition Precedent”). At least three (3) Business Days on or prior to the Closing Date: Receipt by the Buyer of a certified copy of the resolutions passed by the Board and by the shareholders of the Seller (based on the postal ballot conducted by the Seller as per applicable Laws) authorising the sale of the Business and execution and performance of this Agreement and the Ancillary Agreements. The Seller providing the Buyer with a tax clearance certificate obtained by the Seller under Section 281 of the Income Tax Act, 1961 for transfer of the Sellers shall prepare and deliver to Purchaser Schedule 2.7 (which shall be in form and substance substantially similar Business to the draft Schedule attached Buyer; The Seller having complied with all corporate procedures that are required under the applicable Laws in connection with this Agreement and the transactions contemplated hereby that are required to this Agreement) setting forth in reasonable detail the Sellers’ good faith estimate of (i) estimated rebates under beverage and other supplier contracts relating to the Acquired Restaurants, plus (ii) Utility deposits/prepaids related to the Acquired Restaurants (excluding adequate assurance deposits), plus (iii) Pre-paid monthly occupancy charges related to the Acquired Restaurants, which, for the purposes of this section, include but are not limited to base rent, monthly CAM charges, pass-through utilities, and pass-through real estate taxes, less (iv) estimated accrued and unpaid utility amounts as of the Closing Date (collectively, the “Apportionment Amount”). Sellers and Purchaser will negotiate in good faith to finalize the Apportionment Amount by the Closing Date (the “Final Apportionment Amount”). On be carried out at or before the Closing Date; Subject to Clause 5.2.3, the Final Apportionment Amount will be added to or subtracted from Seller shall have obtained the Purchase Price, as appropriate. Seller’s Escrow Holder shall retain $50,000 consent/ approval of the Purchase Price counterparties to the agreements in respect of the Leasehold Properties for up transfer of such agreements in favour of the Buyer; The Seller having obtained all third party consents, including any lender consents and/or consents from any Governmental Authorities in respect of the sale and transfer of the Business to 60 days past the Closing Date for Buyer in the purpose of Sellers and Purchaser reconciling the payments manner contemplated in this paragraph. Seller’s Escrow Holder shall distribute the held back amount Agreement; [Execution of an irrevocable power of attorney in accordance with mutual instructions from the Sellers and Purchaser. This requirement may be waived by mutual agreement favour of the Sellers authorised representative of the Buyer, authorising such person to do all acts and Purchasers things on behalf of the Seller, which are necessary for making necessary filings for the transfer of the Regulatory Consents to the Buyer and obtaining the requisite Regulatory Consents;] Performance: Each Party shall have performed and complied with, in all material respects, each agreement, covenant and obligation required by this Agreement to be so performed or complied with by such Party at or before the Closing Date. To In addition to the extent any post-petition claims Conditions Precedent, the following conditions shall have to be satisfied by the Buyer, on or prior to the Closing Date: The Buyer shall have obtained necessary registration and certificates from the sales tax authorities of relevant State Governments in respect of the Business; The Buyer shall have prepared, signed and delivered to the Seller [all the applications required to be filed in respect of change in the occupier (as defined under the Factories Act, 1948) for Utilities services come due after the Closing, E&A Plants]. It is clarified that such claims applications shall be filed along with the responsibility of the Purchaserapplications specified in Clause 4.4.

Apportionment. Before (a) If more Crude Petroleum is tendered than can be transported by the Closing DateCarrier, Sellers then the Carrier shall apportion such tenders on a pro rata basis among all such Shippers on the basis of such current tenders and Purchaser the current operating conditions of the facilities of the Carrier applicable to the transportation of Crude Petroleum. (b) Where blending of Crude Petroleum can achieve an increase in the capacity of the facilities of the Carrier, such increase in capacity shall make mutually satisfactory arrangements be apportioned on a pro rata basis first to Shippers tendering such blends with respect toany remaining increase in capacity apportioned on a pro rata basis to all other tenders. (c) In months of apportionment, all nominations, which are apportioned, shall have the Non-Performance Penalty applied to that portion of shortfall in receipts by a Shipper that exceeds five (5) percent of that Shipper’s apportioned volume. However, the Non-Performance Penalty will not be applied to that portion of shortfalls caused by Force Majeure events; Carrier imposed restrictions on feeder pipeline deliveries into the Carrier; or take readings any carry over volumes. (d) The Shipper shall provide the Carrier with written notice of the Force Majeure event within four business days of the event. Such notice shall state the nature of the event, the estimated duration of the event, and the volume affected. The Shipper shall use reasonable diligence to remedy the Force Majeure event as quickly as reasonably practicable and shall keep Carrier informed as to the progress in the efforts to remedy the event; provided the Shipper shall not be required to settle strikes, lockouts or other measurements of, gas, water, electricity and other utilities at labour disruptions contrary to its wishes. (e) At any time up to thirty (30) calendar days following the Acquired Restaurants (receipt of the “Utilities”). At least three (3notice referred to in Rule 14(e) Business Days prior the Carrier will issue written notice to the Closing Date, Shipper informing the Sellers Shipper in the event the Carrier disputes all or a portion of the Shipper’s claim of Force Majeure. The Carrier shall prepare and deliver to Purchaser Schedule 2.7 (which shall be in form and substance substantially similar to invoice the draft Schedule attached to this Agreement) setting forth in reasonable detail the Sellers’ good faith estimate of (i) estimated rebates under beverage and other supplier contracts relating to the Acquired Restaurants, plus (ii) Utility deposits/prepaids related to the Acquired Restaurants (excluding adequate assurance deposits), plus (iii) Pre-paid monthly occupancy charges related to the Acquired Restaurants, which, Shipper for the purposes of this section, include but are not limited to base rent, monthly CAM charges, pass-through utilities, and pass-through real estate taxes, less (iv) estimated accrued and unpaid utility amounts as amount of the Closing Date (collectively, the “Apportionment Amount”). Sellers and Purchaser will negotiate in good faith to finalize the Apportionment Amount by the Closing Date (the “Final Apportionment Amount”). On the Closing Date, the Final Apportionment Amount will be added to or subtracted from the Purchase Price, as appropriate. Seller’s Escrow Holder shall retain $50,000 of the Purchase Price for up to 60 days past the Closing Date for the purpose of Sellers and Purchaser reconciling the payments contemplated in this paragraph. Seller’s Escrow Holder shall distribute the held back amount Non-Performance Penalty calculated in accordance with mutual instructions from Rule 14(d) and the Sellers and Purchaser. This requirement may Shipper shall be waived by mutual agreement obligated to make payment of the Sellers and Purchasers on the Closing Date. To the extent any postinvoiced amount. (f) The Non-petition claims for Utilities services come due after the Closing, such claims Performance Penalty shall be US $2.70 per barrel; which is equivalent to US $17.00 per cubic meter. (g) The Non-Performance Penalty Revenue, plus interest calculated in accordance with the responsibility of Commission’s regulations (18 C.F.R. § 340.1 (c)), shall be accounted for in a separate account. (h) The Non-Performance Penalty Revenue plus interest shall be refunded on a quarterly basis to those Shippers who did not incur the PurchaserNon-Performance Penalty in the previous calendar quarter.

Apportionment. Before the Closing DateAll real property Taxes, Sellers personal property Taxes and Purchaser shall make mutually satisfactory arrangements similar ad valorem obligations levied with respect to, or take readings or other measurements of, gas, water, electricity and other utilities at the Acquired Restaurants (the “Utilities”). At least three (3) Business Days prior to the Closing Date, the Sellers shall prepare and deliver to Purchaser Schedule 2.7 Purchased Assets for a taxable period which includes (which shall be in form and substance substantially similar to the draft Schedule attached to this Agreementbut does not end on) setting forth in reasonable detail the Sellers’ good faith estimate of (i) estimated rebates under beverage and other supplier contracts relating to the Acquired Restaurants, plus (ii) Utility deposits/prepaids related to the Acquired Restaurants (excluding adequate assurance deposits), plus (iii) Pre-paid monthly occupancy charges related to the Acquired Restaurants, which, for the purposes of this section, include but are not limited to base rent, monthly CAM charges, pass-through utilities, and pass-through real estate taxes, less (iv) estimated accrued and unpaid utility amounts as of the Closing Date (collectively, the “Apportionment Amount”). Sellers "APPORTIONED OBLIGATIONS") shall be apportioned between the Seller and the Purchaser will negotiate in good faith to finalize the Apportionment Amount by as of the Closing Date (based on the “Final Apportionment Amount”)number of days of such taxable period included in the pre-Closing Tax period and the number of days of such taxable period included in the post-Closing Tax period. On the Closing Date, the Final Apportionment Amount will The Seller shall be added to or subtracted from the Purchase Price, as appropriate. Seller’s Escrow Holder shall retain $50,000 of the Purchase Price for up to 60 days past the Closing Date liable for the purpose proportionate amount of Sellers such Taxes that is attributable to the pre-Closing Tax period, and the Purchaser reconciling shall be liable for the payments contemplated in this paragraph. Seller’s Escrow Holder shall distribute proportionate amount of such Taxes that is attributable to the held back amount in accordance with mutual instructions from the Sellers and Purchaser. This requirement may be waived by mutual agreement of the Sellers and Purchasers on the Closing Date. To the extent any post-petition claims for Utilities services come due Closing Tax period. Within ninety (90) days after the Closing, the Company and the Purchaser shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 8.8 together with such claims supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the responsibility Party owing it to the other within fifteen (15) days after delivery of such statement. Thereafter, the Company shall notify the Purchaser upon receipt of any bill for real or personal property Taxes relating to the Purcxxxxd Assets, part or all of which are attributable to the post-Closing Tax period, and shall promptly deliver such bill to the Purchaser who shall promptly pay the part which ix xxtributable to the post-Closing Tax period to the appropriate Governmental Authority, and if such bill includes amounts which are attributable to the pre-Closixx Xax period, the Company shall also remit, and shall cause such other Seller to remit, prior to the due date of assessment to the Purchaser payment for the proportionate amount of such bill that is attributable to the pre-Closing Tax period, unlexx xhe Seller is not required to remit such amounts under the Bankruptcy Code or applicable bankruptcy law. If either the Seller or the Purchaser shall thereafter make a payment for which it is entitled to reimbursement under this Section 8.8, the other Party shall make such reimbursement promptly but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 8.8 and not made within fifteen (15) days of delivery of the Purchaserstatement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day until paid.

Apportionment. Before The following items are to be computed and apportioned between Buyer and Seller as of the Closing Date on a per diem and on a 365 day year basis unless otherwise set forth below: (a) Water and sewer rents. (b) Seller shall pay all real estate taxes and assessments affecting the Property (collectively, “Taxes”) which are due and payable on or before the Closing Date and Buyer shall pay all Taxes which are due and payable after the Closing Date. Notwithstanding the foregoing, Sellers after Closing, Buyer shall timely pay Taxes covering the period of Seller’s ownership of the Property in an amount not to exceed Fifty-Eight Thousand Dollars ($58,000) and Purchaser Seller shall make mutually satisfactory arrangements timely pay all other Taxes (including, without limitation, any applicable agricultural rollback tax) covering any period of Seller’s ownership of the Property. Each party shall indemnify, hold harmless and defend the other party (using counsel selected by the other party) against all claims, losses, costs, demands and liabilities in connection with respect tothe foregoing Paragraph 9(b). (c) Any amounts payable under the Contracts to be assumed by Buyer; provided, or take readings or other measurements of, gas, water, electricity and other utilities at that if Buyer receives a bxxx for any such amount after the Acquired Restaurants (the “Utilities”). At least three (3) Business Days Closing Date which bxxx covers a period prior to the Closing Date, Seller shall pay to Buyer that part of such amount properly allocable to the Sellers shall prepare period prior to the Closing Date. (d) The rents and deliver charges due under all Leases, hot and cooled water charges, electricity and other utility charges and all other additional rent, sundry charges paid by lessees under the Leases and other income to Purchaser Schedule 2.7 Seller to the extent collected by Seller prior to the Closing Date and which, as of the Closing Date, represent payments thereof to Seller which are applicable in whole or in part to a period of time subsequent to the Closing Date. (e) All of the items referenced in Paragraph 9(d) which are due and payable prior to the Closing Date, but which have not been collected by Seller, shall be in form pro-rated as follows at Closing: Current rental income shall be pro-rated as of the Closing Date. Income received on the Closing Date shall be credited to Buyer. All prepaid rents covering any time period from or after the Closing Date shall be transferred to Buyer. All deposits shall be transferred to Buyer. All accounts not yet paid and substance substantially similar to the draft Schedule attached to this Agreement) setting forth in reasonable detail the Sellers’ good faith estimate of (i) estimated rebates under beverage and other supplier contracts relating to the Acquired Restaurants, plus (ii) Utility deposits/prepaids related to the Acquired Restaurants (excluding adequate assurance deposits), plus (iii) Pre-paid monthly occupancy charges related to the Acquired Restaurants, which, for the purposes of this section, include but are not limited to base rent, monthly CAM charges, pass-through utilities, and pass-through real estate taxes, delinquent 30 days or less (iv) estimated accrued and unpaid utility amounts as of the Closing Date (collectively“Recent AR”) shall be considered paid for pro-ration calculations. All accounts not yet paid and delinquent 31 days or more as of the Closing Date (“Aged AR” and, collectively with Recent AR, “Past Due”) shall become the “Apportionment Amount”)property of Buyer with no pro-ration. Sellers and Purchaser will negotiate in After the Closing Date Buyer shall use good faith efforts to finalize collect Past Due rental payments and (i) after Buyer collects payment for Past Due accounts covering periods from and after the Apportionment Amount by Closing Date, Buyer shall remit to Seller any collected Recent AR rent dating to the term of Seller’s ownership and (ii) after Buyer collects payment of rent from tenant Jxxx Xxxx/Integrity, Inc. covering periods from and after the Closing Date, Buyer shall remit to Seller any collected Aged AR rent from tenant Jxxx Xxxx/Integrity, Inc. dating to the term of Seller’s ownership. The parties acknowledge and agree that on or before that date which is two (2) years after the Closing Date (the “Final Apportionment AmountPost-Closing Settlement Date”). On the Closing Date, the Final Apportionment Amount will be added parties shall have calculated all such prorations set forth in this Section 9 and made any applicable payments to or subtracted from the Purchase Priceother party. (f) Payment of all utility company charges, as appropriate. Seller’s Escrow Holder shall retain $50,000 of the Purchase Price for up to 60 days past periods through the Closing Date (including, without limitation, electricity, water and sewer) shall be made by Seller. Adjustments for utilities respecting periods during which Closing occurs shall be based upon the purpose of Sellers next bxxx received and Purchaser reconciling the payments contemplated in this paragraph. Seller’s Escrow Holder such adjustment shall distribute the held back amount in accordance with mutual instructions from the Sellers and Purchaser. This requirement may be waived by mutual agreement of the Sellers and Purchasers on occur after the Closing Date. To Seller shall retain the extent right to the refund of all utility deposits. With respect to any post-petition claims for Utilities services come utility adjustment, Seller shall obtain meter (or other measuring device) readings of the utility consumption as of the Closing Date and, wherever possible, Seller shall pay directly to the utility company the amount determined to be due after as of the Closing Date. At Closing, such claims Seller shall be credit Buyer $890.16 for the responsibility replacement of the PurchaserProject sign panels damaged during Seller’s term of ownership. This Paragraph 9 shall survive Closing.

Apportionment. Before The apportionments set forth below shall be made between the parties at the Closing for each Property as of the close of the business day prior to such Closing (the parties confirming this means the "first closing" for the Tarzana Property, except for matters to be adjusted at the Second Tarzana Closing pursuant to Section 13.01(j) below). The apportionments for the Tarzana Property will be made as if full fee title to the Real Estate and other Property constituting the Tarzana Property were conveyed to Buyer on the Closing Date. (a) Buyer shall receive from each Seller a credit for any rent and other income, Sellers including community fees, under Residency Agreements collected by such Seller before Closing that applies to any period after Closing. Uncollected rent and Purchaser other uncollected income and community fees shall make mutually satisfactory arrangements not be prorated at Closing. After Closing, unless the resident shall specify otherwise, Buyer shall apply all rent and income collected by Buyer from a tenant under a Residency Agreement, first to such tenant's current monthly rental (or the next occurring month, if rent is payable in advance), then to the month in which Closing occurred, and then to arrearages in the reverse order in which they were due, remitting promptly to the applicable Seller any balance properly allocable to the Seller's period of ownership. Buyer shall xxxx and use commercially reasonable efforts to collect such rent arrearages in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any rent arrearages. Any rent or other income received by a Seller under Residency Agreements after Closing which are owed to Buyer shall be remitted to Buyer by the Seller promptly after receipt for allocation and disbursement as provided herein; (b) all security deposits pursuant to Commercial Leases and pre-paid rent shown on the Rent Roll shall be transferred (or credited) by Seller to Buyer at Closing; on the Closing, Buyer shall in writing acknowledge receipt of and expressly assume all Seller's financial and custodial obligations with respect toto security deposits pursuant to Commercial Leases and pre-paid rent so transferred, or take readings or other measurements ofit being the intent and purpose of this provision that, gasat Closing, waterSeller will be relieved of all fiduciary and custodial obligations arising after the Closing with respect to such transferred funds (to the extent that Buyer has received a credit at Closing with respect thereto), electricity and that Buyer will assume all such obligations after Closing and be directly accountable to the residents of the Property with respect thereto. At Closing, all security deposits pursuant to the Residency Agreements will be returned to residents, and Buyer and Seller will jointly execute a letter to residents in form mutually acceptable to the parties, each acting reasonably, acknowledging the return of the security deposits to the residents and waiving the requirement to maintain a security deposit under the Residency Agreements; (c) there shall be no adjustment for wages, vacation pay, pension and welfare benefits and other utilities fringe benefits of all persons employed by any Seller or its Manager at any Property (other than Accrued Employee Benefits as set forth in Section 8.11); it being the intent of the parties that simultaneously with the Closing, each Seller shall terminate any existing property management or operating agreement and Buyer shall have no liability or obligation with respect to any employee of Seller or its Manager prior to Closing except as set forth in Section 8.11; (d) real estate and personal property taxes, water charges, sewer charges and charges for all other utilities, on the basis of the fiscal period for which assessed, except that if there is a utility meter on the Property, apportionment at the Acquired Restaurants (Closing for such utility shall be based on the “Utilities”)last available reading, subject to adjustment after the Closing on a per diem basis, when the next reading is available. At least three (3) Business Days Seller shall seek to obtain readings of such utility meters as of or shortly prior to the Closing DateClosing; (e) each Seller shall receive a credit for its utility deposits for any pre-paid utility accounts, the Sellers shall prepare and deliver to Purchaser Schedule 2.7 (which shall be transferred to Buyer; notwithstanding the foregoing, in the case of deposits in the form of bonds, Buyer will post replacement bonds and substance substantially similar cooperate with Seller and Manager to arrange for the return of the current bonds to Seller or Manager; (f) Buyer shall receive a credit at Closing for Accrued Employee Benefits related to any employee hired by Buyer at Closing; (g) prepayments paid by any Seller under assigned Service Contracts and Equipment Leases shall be prorated as of Closing; (h) Buyer shall receive from each Seller a credit for any rent or other income under assigned Commercial Leases collected by such Seller before Closing that applies to any period after Closing. Any uncollected rent and any other uncollected income under the assigned Commercial Leases shall not be prorated at Closing. After Closing, unless the payor shall specify otherwise, Buyer shall apply all rent and income collected by Buyer from a tenant under an assigned Commercial Lease first of the payment of the then current and due rent (or the next occurring month if rent is payable in advance), then to the draft Schedule attached rental period in which Closing occurred, and then to this Agreement) setting forth arrearages in the reverse order in which they were due, remitting promptly to the applicable Seller any balance properly allocable to the Seller's period of ownership. Buyer shall xxxx and use and commercially reasonable detail efforts to collect such arrearages in the Sellers’ good faith estimate ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any arrearages. Any rent or other income received by a Seller under the assigned Commercial Leases after Closing which are owed to Buyer shall be remitted to Buyer by the Seller promptly after receipt for allocation and disbursement as provided herein; (i) estimated rebates current or past due interest under beverage Assumed Loan assumed by Buyer shall be prorated as of Closing; (j) at the Second Tarzana Closing, all escrows, reserves and other supplier contracts relating security deposits held pursuant to the Acquired Restaurants, plus (ii) Utility deposits/prepaids related Assumed Loan assumed by Buyer shall be assigned to the Acquired Restaurants (excluding adequate assurance deposits), plus (iii) Pre-paid monthly occupancy charges related to the Acquired Restaurants, which, for the purposes of this section, include but are not limited to base rent, monthly CAM charges, pass-through utilitiesBuyer, and pass-through real estate taxesthe Seller whose Property was encumbered by the Assumed Loan will receive a credit from Buyer in the -45- amount of such escrows, less (iv) estimated accrued reserves and unpaid utility amounts security deposits as they existed as of the Closing Date for such Property (collectivelyas opposed to the Second Tarzana Closing); any escrows or reserves held pursuant to any Pay-Off Loans will remain Seller's property; (k) [Intentionally Deleted]; (l) Buyer shall receive from each Seller a credit for any and all revenues and income in connection with the operation of such Seller's Property not covered above and collected by or on behalf of the Seller before the Closing and applicable to Buyer's period of ownership. Each Seller shall receive from Buyer a credit for any and all expenses in connection with the operation of such Seller's Property not covered above and paid by or on behalf of Seller before Closing and applicable to Buyer's period of ownership. In addition, each party shall promptly remit or cause to be remitted to the other any such revenues and income collected by such party after Closing and applicable to the other party's period of ownership, except as otherwise provided above. (m) notwithstanding the other provisions hereof, receivables from public third party payor programs with respect to the Glenwood Gardens (SNF) (Bakersfield, CA) Property will be billed and pursued pursuant to the provisions of the Medicare/Medicaid Assignment, with the intent and understanding that Seller will receive receivables on account of items or services, including, without limitation, room and board, provided on dates of service before Closing, and Buyer will receive receivables on account of items or services, including, without limitation, room and board, provided on dates of service from and after Closing. Buyer and Seller shall each deliver to the other any such receivables actually received by such party and due to the other party pursuant to the foregoing sentence. Additionally, Seller shall have the right to pursue, after Closing, any and all receivables on account of items or services, including, without limitation, room and board, provided on dates of service before Closing. Buyer will cooperate with such pursuit, and, to the extent reasonably required based on Buyer being the assignee and holder of the Provider Numbers, Buyer will either pursue such receivables for Seller or allow Seller to pursue the same as agent for Buyer. (n) funds held in trust for residents at the Glenwood Gardens (SNF) (Bakersfield, CA) Property will be transferred by Seller to Buyer at the Closing on such Property and at such time Buyer shall post a fidelity bond in the form and substance required by the California Department of Health Services with respect to such funds. Concurrent with such transfer, and as a condition precedent thereto, Buyer shall in writing acknowledge receipt of and expressly assume all Seller's financial and custodial obligations with respect to such trust funds so transferred, it being the intent and purpose of this provision that Seller will be relieved of all fiduciary and custodial obligations arising thereafter with respect to such transferred funds, and that Buyer will assume all such obligations thereafter and be directly accountable to the residents of such Property with respect thereto. If the Closing shall occur before a new tax rate is fixed for any of the Property, the “Apportionment Amount”). Sellers and Purchaser will negotiate in good faith to finalize the Apportionment Amount by apportionment of taxes for such Property at the Closing Date (shall be upon the “Final Apportionment Amount”)basis of the old tax rate for the preceding period applied to the latest assessed valuation. On Promptly after the new tax rate is fixed, the apportionment of taxes shall be recomputed. Any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at the Closing Dateshall be promptly corrected, which obligation shall survive the Final Apportionment Amount will Closing. If any operating expenses or other prorations cannot conclusively be added to or subtracted from the Purchase Price, determined as appropriate. Seller’s Escrow Holder shall retain $50,000 of the Purchase Price for up to 60 date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills, and shall be re-adjusted within ninety (90) days past after the Closing Date for the purpose of Sellers and Purchaser reconciling the payments contemplated in this paragraph. Seller’s Escrow Holder shall distribute the held back amount in accordance with mutual instructions from the Sellers and Purchaser. This requirement may be waived by mutual agreement of the Sellers and Purchasers on the Closing Date. To the extent any post-petition claims for Utilities services come due after the Closing, such claims shall be the responsibility of the Purchaseroccurs.

Apportionment. Before (a) If more Crude Petroleum is tendered than can be transported by the Closing DateCarrier, Sellers then the Carrier shall apportion such tenders on a pro rata basis among all such Shippers on the basis of such current tenders and Purchaser the current operating conditions of the facilities of the Carrier applicable to the transportation of Crude Petroleum. (b) Where blending of Crude Petroleum can achieve an increase in the capacity of the facilities of the Carrier, such increase in capacity shall make mutually satisfactory arrangements be apportioned on a pro rata basis first to Shippers tendering such blends with respect toany remaining increase in capacity apportioned on a pro rata basis to all other tenders. (c) In months of apportionment, all nominations, which are apportioned, shall have the Non-Performance Penalty applied to that portion of shortfall in receipts by a Shipper that exceeds five (5) percent of that Shipper’s apportioned volume. However, the Non-Performance Penalty will not be applied to that portion of shortfalls caused by Force Majeure events; Carrier imposed restrictions on feeder pipeline deliveries into the Carrier; or take readings any carry over volumes. (d) The Shipper shall provide the Carrier with written notice of the Force Majeure event within four business days of the event. Such notice shall state the nature of the event, the estimated duration of the event, and the volume affected. The Shipper shall use reasonable diligence to remedy the Force Majeure event as quickly as reasonably practicable and shall keep Carrier informed as to the progress in the efforts to remedy the event; provided the Shipper shall not be required to settle strikes, lockouts or other measurements of, gas, water, electricity and other utilities at labour disruptions contrary to its wishes. (e) At any time up to thirty (30) calendar days following the Acquired Restaurants (receipt of the “Utilities”). At least three (3notice referred to in Rule 14(e) Business Days prior the Carrier will issue written notice to the Closing Date, Shipper informing the Sellers Shipper in the event the Carrier disputes all or a portion of the Shipper’s claim of Force Majeure. The Carrier shall prepare and deliver to Purchaser Schedule 2.7 (which shall be in form and substance substantially similar to invoice the draft Schedule attached to this Agreement) setting forth in reasonable detail the Sellers’ good faith estimate of (i) estimated rebates under beverage and other supplier contracts relating to the Acquired Restaurants, plus (ii) Utility deposits/prepaids related to the Acquired Restaurants (excluding adequate assurance deposits), plus (iii) Pre-paid monthly occupancy charges related to the Acquired Restaurants, which, Shipper for the purposes of this section, include but are not limited to base rent, monthly CAM charges, pass-through utilities, and pass-through real estate taxes, less (iv) estimated accrued and unpaid utility amounts as amount of the Closing Date (collectively, the “Apportionment Amount”). Sellers and Purchaser will negotiate in good faith to finalize the Apportionment Amount by the Closing Date (the “Final Apportionment Amount”). On the Closing Date, the Final Apportionment Amount will be added to or subtracted from the Purchase Price, as appropriate. Seller’s Escrow Holder shall retain $50,000 of the Purchase Price for up to 60 days past the Closing Date for the purpose of Sellers and Purchaser reconciling the payments contemplated in this paragraph. Seller’s Escrow Holder shall distribute the held back amount Non-Performance Penalty calculated in accordance with mutual instructions from Rule 14(d) and the Sellers and Purchaser. This requirement may Shipper shall be waived by mutual agreement obligated to make payment of the Sellers and Purchasers on the Closing Dateinvoiced amount. To the extent any post(f) The Non-petition claims for Utilities services come due after the Closing, such claims Performance Penalty shall be the responsibility of the PurchaserUS $2.70 per barrel; which is equivalent to US $17.00 per cubic meter.

Apportionment. Before To the extent permissible under applicable Legal Requirements, the parties agree to elect to have each Tax year of the Blocker, the Company and each Subsidiary of the Company to end on the Closing Date (provided, that the Company shall not be required to terminate as a partnership for U.S. federal and applicable state or local income tax purposes) and, if such election is not permitted or required in a jurisdiction with respect to a specific Tax such that the Blocker, the Company or any Subsidiary of the Company is required to file a Tax Return for a Straddle Period, to utilize the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending on the Closing Date: (a) in the case of property taxes and other similar Taxes imposed on a periodic basis, Sellers the amount attributable to the portion of the Straddle Period ending on the Closing Date shall equal the Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on (and Purchaser including) the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; (b) in the case of all other Taxes (including Income Taxes, sales taxes, employment taxes, and withholding taxes), the amount attributable to the portion of the Straddle Period ending on the Closing Date shall make mutually satisfactory arrangements be determined as if the applicable Person filed a separate Tax Return with respect toto such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology;” provided, or take readings or other measurements ofthat with respect to the Income Tax Straddle Periods of the Company, gas, water, electricity all items of taxable income and deductions and other utilities at relevant tax items will be allocated based on an interim closing of the Acquired Restaurants books under Section 1.706-4 of the Treasury Regulations as of the end of the Closing Date and the adoption of the calendar day convention pursuant to Section 1.706-4(c)(1)(i) of the Treasury Regulations. For purposes of clause (b), any item determined on an annual or periodic basis (including amortization and depreciation deductions) shall be allocated to the portion of the Straddle Period ending on (and including) the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period. For all purposes of this Agreement, the Parties agree that, to the extent allowed by applicable Legal Requirements by applying a “Utilities”). At least three (3) Business Days more likely than not” standard of assurance or otherwise agreed to by the Parties, each of Buyer, Blocker, the Company and its Subsidiaries agrees to report any deductions, expenses, losses or similar items resulting from any Transaction Expenses or any similar payments paid or accrued in connection with the transactions contemplated by this Agreement on or prior to the Closing Date, the Sellers shall prepare and deliver to Purchaser Schedule 2.7 Date (which shall be in form and substance substantially similar to the draft Schedule attached to this Agreement“Transaction Deductions”) setting forth in reasonable detail the Sellers’ good faith estimate of (i) estimated rebates under beverage and other supplier contracts relating to the Acquired Restaurants, plus (ii) Utility deposits/prepaids related to the Acquired Restaurants (excluding adequate assurance deposits), plus (iii) Pre-paid monthly occupancy charges related to the Acquired Restaurants, which, as begin deductible for the Income Tax purposes of this section, include but are not limited to base rent, monthly CAM charges, pass-through utilities, and pass-through real estate taxes, less (iv) estimated accrued and unpaid utility amounts as of on or before the Closing Date in the Pre-Closing Tax Period or the portion of the Straddle Period ending on (collectively, the “Apportionment Amount”). Sellers and Purchaser will negotiate in good faith to finalize the Apportionment Amount by the Closing Date (the “Final Apportionment Amount”). On including) the Closing Date, the Final Apportionment Amount will be added to or subtracted from the Purchase Price, as appropriate. Seller’s Escrow Holder shall retain $50,000 of the Purchase Price for up to 60 days past the Closing Date for the purpose of Sellers and Purchaser reconciling the payments contemplated in this paragraph. Seller’s Escrow Holder shall distribute the held back amount in accordance with mutual instructions from the Sellers and Purchaser. This requirement may be waived by mutual agreement of the Sellers and Purchasers on the Closing Date. To the extent any post-petition claims for Utilities services come due after the Closing, such claims shall be the responsibility of the Purchaser.

Apportionment. Before the Closing Date, Sellers and Purchaser shall make mutually satisfactory arrangements with respect to, or take readings or other measurements of, gas, water, electricity and other utilities at the Acquired Restaurants (the “Utilities”). At least three (3) Business Days prior to the Closing Date, the Sellers shall prepare and deliver to Purchaser Schedule 2.7 (which shall be in form and substance substantially similar to the draft Schedule attached to this Agreement) setting forth in reasonable detail the Sellers’ good faith estimate of (i) estimated rebates under beverage and other supplier contracts relating to the Acquired Restaurants, plus (ii) Utility deposits/prepaids related to the Acquired Restaurants (excluding adequate assurance deposits), plus (iii) Pre-paid monthly occupancy charges related to the Acquired Restaurants, which, for the For purposes of this sectionAgreement, include but any Taxes with respect to the assets of the Company for any Straddle Period shall be apportioned between the portion of such period up to and including the Closing Date (such portion, a “Pre-Closing Straddle Period”) and the portion of such period that begins the day after the Closing Date (such portion, a “Post-Closing Straddle Period”) based on a per diem basis. For purposes of this Section 7.5, any exemption, deduction, credit or other item with respect to the assets of the Company that is calculated on an annual basis shall be allocated to the portion of the Straddle Period in the same manner. For the avoidance of doubt, the Seller shall be liable for the proportionate amount of such Taxes that are not limited attributable to base rent, monthly CAM charges, passthe Pre-through utilitiesClosing Straddle Period, and passthe Buyer shall be liable for the proportionate amount of such Taxes that are attributable to the Post-through real estate taxes, less (iv) estimated accrued and unpaid utility amounts Closing Straddle Period. Proration of such Taxes that are undetermined as of the Closing Date (collectively1) shall be based on the most recently available Tax rate and valuation, giving effect to applicable exemptions, recently voted millage, change in valuation, and similar items, whether or not officially certified to the “Apportionment Amount”). Sellers and Purchaser will negotiate in good faith to finalize the Apportionment Amount by the Closing Date (the “Final Apportionment Amount”). On appropriate Taxing Authority as of the Closing Date, (2) shall use a 365-day year and (3) if any Tax proration is based upon an estimate at Closing, a post-Closing adjustment shall be made by cash settlement between the Final Apportionment Amount will be added to or subtracted from Buyer and the Purchase Price, as appropriate. Seller’s Escrow Holder shall retain $50,000 Seller within 30 days after receipt of the Purchase Price actual expense invoices or Tax xxxx, which adjustment obligation shall survive the Closing. The Buyer shall be responsible for up any increase in Taxes or additional Taxes or assessments imposed on or with respect to 60 days past the Closing Date for the purpose of Sellers and Purchaser reconciling the payments contemplated in this paragraph. Seller’s Escrow Holder shall distribute the held back amount in accordance with mutual instructions from the Sellers and Purchaser. This requirement may be waived by mutual agreement assets of the Sellers and Purchasers on the Closing Date. To the extent any post-petition claims for Utilities services come due Company after the Closing, such claims shall be the responsibility whether by reason of the Purchaserpurchase and sale effected by this Agreement, or any subsequent change of ownership or use, other than Transfer Taxes. If one party remits to the appropriate Taxing Authority payment for Taxes, which are subject to proration under this Section 7.5 and such payment includes the other party’s share of such Taxes, such other party shall promptly reimburse the remitting party for its share of such Taxes after the remitting party has provided reasonable evidence to the other party that such Taxes have been paid.