Common use of Closing Adjustments Clause in Contracts

Closing Adjustments. The Parties agree that there will be an adjustment made within ninety (90) days of the Closing Date to adjust for any Excluded Assets and/or Excluded Liabilities that are found to exist as of the Closing Date, as such Excluded Assets or Excluded Liabilities may relate to the Purchased Assets or the Business, so that the Seller will be responsible and liable to the Purchaser for the liabilities of the Seller that exist as of the Closing Date, less a credit for any miscellaneous cash on hand (for clarity, the Parties intend that cash on hand at Closing will be zero), credit card receivables, a pro rata portion of prepaid items, and other Excluded Assets delivered to Purchaser. If such Excluded Assets exceed such Excluded Liabilities as of the Closing Date, the Purchaser shall promptly pay such amount to the Seller. Within 90 days following the Closing Date, the Parties will cooperate to agree on an allocation of the Purchase Price among the Purchased Assets and the Non-Compete Agreement. The allocation schedule shall be prepared in accordance with Code Section 1060 and the regulations thereunder. Each party (a) shall timely file all tax returns in a manner consistent with the final allocation schedule and, (b) in the event of any examination, audit, or other proceeding with respect to any tax return, will take no position inconsistent with the final allocation schedule. The maximum amount that may be allocated in the final allocation schedule to the Non-Compete Agreement shall not exceed $10,000 ($90,000 in aggregate across all Definitive Agreements).

Closing Adjustments. The Parties agree that there will be an adjustment made within ninety (90) days of the Closing Date to adjust for any Excluded Assets and/or Excluded Liabilities that are found to exist as of the Closing Date, as such Excluded Assets or Excluded Liabilities may relate to the Purchased Assets or the Business, so that the Seller will be responsible and liable to the Purchaser for the liabilities of the Seller that exist as of the Closing Date, less a credit for any miscellaneous cash on hand (for clarity, the Parties intend that cash on hand at Closing will be zero), credit card receivables, a pro rata portion of prepaid items, items and other Excluded Assets delivered to Purchaser. If such Excluded Assets exceed such Excluded Liabilities as of the Closing Date, the Purchaser shall promptly pay such amount to the Seller. Within 90 days following the Closing Date, the Parties will cooperate to agree on an allocation of the Purchase Price among the Purchased Assets and the Non-Compete Agreement. The allocation schedule shall be prepared in accordance with Code Section 1060 and the regulations thereunder. Each party (a) shall timely file all tax returns in a manner consistent with the final allocation schedule and, (b) in the event of any examination, audit, or other proceeding with respect to any tax return, will take no position inconsistent with the final allocation schedule. The maximum amount that may be allocated in the final allocation schedule to the Non-Compete Agreement shall not exceed $10,000 ($90,000 in aggregate across all Definitive Agreements).

Closing Adjustments. The Parties agree that there will be an adjustment made within ninety (90) days of the Closing Date to adjust for any Excluded Assets and/or Excluded Liabilities that are found to exist as of the Closing Date, as such Excluded Assets or Excluded Liabilities may relate to the Purchased Assets or the Business, so that the Seller will be responsible and liable to the Purchaser for the liabilities of the Seller that exist as of the Closing Date, less a credit for any miscellaneous cash on hand (for clarity, the Parties intend that cash on hand at Closing will be zero), credit card receivables, a pro rata portion of prepaid items, and other Excluded Assets delivered to Purchaser. If such Excluded Assets exceed such Excluded Liabilities Liabilities, as of the Closing Date, the Purchaser shall promptly pay such amount to the Seller. Within 90 days following the Closing Date, the Parties will cooperate to agree on an allocation of the Purchase Price among the Purchased Assets and the Non-Compete Agreement. The allocation schedule shall be prepared in accordance with Code Section 1060 and the regulations thereunder. Each party (a) shall timely file all tax returns in a manner consistent with the final allocation schedule and, (b) in the event of any examination, audit, or other proceeding with respect to any tax return, will take no position inconsistent with the final allocation schedule. The maximum amount that may be allocated in the final allocation schedule to the Non-Compete Agreement shall not exceed $10,000 ($90,000 in aggregate across all Definitive Agreements).

Closing Adjustments. The Parties agree that there will be an adjustment made within ninety (90) days of the Closing Date to adjust for any Excluded Assets and/or Excluded Liabilities that are found to exist as of the Closing Date, as such Excluded Assets or Excluded Liabilities may relate to the Purchased Assets Company or the Business, so that the Seller will be responsible and liable to the Purchaser for the liabilities of the Seller Acquired Corporations that exist as of the Closing Date, less a credit for any miscellaneous cash on hand (for clarity, the Parties intend that cash on hand at Closing will be zero), credit card receivables, a pro rata portion of prepaid items, accounts receivable, and other similar current assets (the “Excluded Assets delivered to PurchaserAssets”). If such Excluded Assets exceed such Excluded Liabilities as of the Closing Date, the Purchaser shall promptly pay or cause the Acquired Corporations to pay such amount to the Seller. Within 90 days following the Closing Date, the Parties will cooperate to agree on an allocation of the Purchase Price among the Purchased Assets and the Non-Compete Agreement. The allocation schedule shall be prepared in accordance with Code Section 1060 and the regulations thereunder. Each party (a) shall timely file all tax returns in a manner consistent with the final allocation schedule and, (b) in the event of any examination, audit, or other proceeding with respect to any tax return, will take no position inconsistent with the final allocation schedule. The maximum amount that may be allocated in the final allocation schedule to the Non-Compete Agreement shall not exceed $10,000 ($90,000 in aggregate across all Definitive Agreements).

Closing Adjustments. The Parties agree that there will be an adjustment made within ninety (90) days of the Closing Date to adjust for any Excluded Assets and/or Excluded Liabilities that are found to exist as of the Closing Date, as such Excluded Assets or Excluded Liabilities may relate to the Purchased Assets or the Business, so that the Seller will be responsible and liable to the Purchaser for the liabilities of the Seller that exist as of the Closing Date, less a credit for any miscellaneous cash on hand (for clarity, the Parties intend that cash on hand at Closing will be zero), credit card receivables, a pro rata portion of prepaid items, and other Excluded Assets delivered to Purchaser. If such Excluded Assets exceed such Excluded Liabilities as of the Closing Date, the Purchaser shall promptly pay such amount to the Seller. Within 90 days following the Closing Date, the Parties will cooperate to agree on an allocation of the Purchase Price among the Purchased Assets and the Non-Compete Agreement. The allocation schedule shall be prepared in accordance with Code Section 1060 and the regulations thereunder. Each party (a) shall timely file all tax returns in a manner consistent with the final allocation schedule and, (b) in the event of any examination, audit, or other proceeding with respect to any tax return, will take no position inconsistent with the final allocation schedule. The maximum amount that may be allocated in the final allocation schedule to the Non-Compete Agreement shall not exceed $10,000 ($90,000 in aggregate across all Definitive Agreements).

Closing Adjustments. (1) The Parties agree that there Purchase Price will be an adjustment made within ninety (90) days adjusted in the event that the Shareholders' Equity of the Closing Corporation on the Effective Date is more or less than the amount reflected in the Financial Statements as hereinafter provided. (2) Following Closing, the Corporation will cause to adjust for any Excluded Assets and/or Excluded Liabilities that are found to exist as of the Closing Date, as such Excluded Assets or Excluded Liabilities may relate be prepared and will deliver to the Purchased Assets or the Business, so that the Seller will be responsible Vendors and liable to the Purchaser for the liabilities of the Seller that exist as of the Closing Date, less a credit for any miscellaneous cash on hand within sixty (for clarity, the Parties intend that cash on hand at Closing will be zero), credit card receivables, a pro rata portion of prepaid items, and other Excluded Assets delivered to Purchaser. If such Excluded Assets exceed such Excluded Liabilities as of the Closing Date, the Purchaser shall promptly pay such amount to the Seller. Within 90 60) days following the Closing Date an audited consolidated balance sheet for the Corporation as at the Effective Date, the Parties will cooperate to agree on an allocation of the Purchase Price among the Purchased Assets and the Non-Compete Agreement. The allocation schedule Such balance sheet shall be prepared in accordance with Code Section 1060 GAAP and on a basis consistent with that used in prior years and without limitation, on a basis consistent with those principals and methods used in the preparation of the Financial Statements (the "Final Balance Sheet"). Such Final Balance Sheet shall be prepared by BDO Dunwoody and be binding upon the Parties and not subject to appeal. (3) Upon receipt by the parties of the Final Balance Sheet, the Purchase Price shall be adjusted by the amount of the Adjustment Amount if any. For the purposes hereof "Adjustment Amount" shall mean any positive or negative difference, on a dollar for dollar basis, between the Shareholders Equity shown on the Final Balance Sheet and the regulations thereunderamount reflected in the Financial Statements, provided that there shall be deemed to be no Adjustment Amount unless the aggregate Adjustment Amount exceeds Five Thousand Dollars ($5,000.). Each party The Adjustment Amount shall be added to or deducted from the monthly principal installment of Ninety Thousand Six Hundred Fifty Four Dollars and Twenty One Cents (a$90,654.21.) shall timely file all tax returns due and payable the 1st day of the month next following the completion of the Final Balance Sheet. Any adjustment of the Purchase Price in a manner consistent accordance with the final allocation schedule and, (b) in provisions of this Section 2.04 shall not limit or affect any other rights or causes of action the event of any examination, audit, or other proceeding Purchaser may have hereunder with respect to any tax returnthe representations, will take no position inconsistent with the final allocation schedule. The maximum amount that may be allocated warranties, covenants and indemnities in the final allocation schedule to the Non-Compete Agreement shall not exceed $10,000 ($90,000 in aggregate across all Definitive Agreements)its favour contained herein.

Closing Adjustments. The Parties 6.2.1. Except as hereinafter specifically provided to the contrary, all minimum rent, additional rent and other sums payable under the Leases; all current operating expenses, all real estate taxes, (on the basis of the actual fiscal years for which such taxes are assessed), other taxes and assessments (whether general or special); and all utilities, water and sewer charges (excluding, however, any utilities, water and sewer charges paid or payable directly by the tenants under the Leases), shall be adjusted and prorated as of Closing. Any credit due to Buyer pursuant to this subsection 6.2.1 shall be applied against the Purchase Price; and any credit due to Seller pursuant to this Section 6.2.1 shall be paid by Buyer to Seller at Closing as an addition to the Purchase Price in the manner of payment set forth in Section 1.3.3. 6.2.2. Seller and Buyer acknowledge and agree that there will it may not be possible to effect a final reconciliation of all income and expense items that are to be adjusted until after Closing. The parties agree to cooperate in good faith in effecting such a final reconciliation and each party shall promptly pay (or reimburse the other party for) any expenses item that is chargeable to the other party and shall promptly remit any income item to the other party if entitled thereto. Seller covenants that it shall retain the financial ability to make such adjustments. 6.2.3. Seller shall use its best efforts to arrange for the rendition of final bills by the utility companies involved as of Closing (excluding, however, any bills for utilities consumed by an adjustment individual tenant if such tenant is obligated by its lease to pay separately for the utilities consumed by it), but in the event such final bills cannot be rendered or obtained by Closing, final adjustments shall be made within sixty (60) days after Closing. 6.2.4. Notwithstanding anything contained herein to the contrary, rent in arrears for months prior to Closing shall not be prorated. Buyer shall promptly pay to Seller any rental received by Buyer attributable to rents in arrears as of Closing (and Buyer shall apply any rental received to the most current rental due and owing when such payment was made). Buyer shall use reasonable efforts to collect back rent due Seller, but shall not be required to file suit or to evict delinquent tenants. Within ninety (90) days after Closing, Buyer shall deliver to Seller a written report setting forth the status of its collection of delinquent rents as of sixty (60) days after Closing. The terms of this Section 6.2.4 shall survive Closing. 6.2.5. The apportionment of percentage rental, if any, payable under any of the Closing Date to adjust for any Excluded Assets and/or Excluded Liabilities that are found to exist as Leases (“Percentage Rent”) (and the amounts due Buyer and Seller respectively under each of the Closing Date, as Leases with respect thereto) shall be made and paid on or before the thirtieth (30th) day following the date when the last amount due on account of such Excluded Assets or Excluded Liabilities may relate Percentage Rent shall have been paid by the tenant under its Lease with respect to the Purchased Assets or percentage rent lease year (as defined in each of the Business, so that Leases) in which the Closing occurs. The amount to be apportioned shall be the total of the amounts collected by both Buyer and Seller will as percentage rent for such percentage rent lease year. Seller’s portion thereof shall be responsible and liable an amount which bears the same ratio to the Purchaser total percentage rent for the liabilities applicable percentage rent lease year as the number of days up to and including the Seller that exist as date of the Closing Date, less a credit for any miscellaneous cash on hand (for clarity, the Parties intend that cash on hand at Closing will be zero), credit card receivables, a pro rata portion of prepaid items, and other Excluded Assets delivered to Purchaser. If in such Excluded Assets exceed such Excluded Liabilities as of the Closing Date, the Purchaser percentage rent lease year shall promptly pay such amount bear to the Seller. Within 90 full number of days following the Closing Date, the Parties will cooperate to agree on an allocation of the Purchase Price among the Purchased Assets in such percentage rent lease year; and the Non-Compete Agreement. The allocation schedule Buyer shall be prepared entitled to the remaining portion. Buyer shall use its reasonable efforts to cause all Percentage Rent payments for the percentage rent lease years with respect to which percentage rent is to be apportioned between Buyer and Seller to be paid to Buyer by all tenants under the Leases; and Buyer shall divide and distribute the amounts so collected between Buyer and Seller in accordance with Code Section 1060 and the regulations thereunderprovisions hereof. Each party of Seller and Buyer shall deliver to the other (apromptly after receipt) copies of all sales reports received by it from tenants under the Leases for the percentage rent lease years in which the date of Closing occurs. Notwithstanding anything to the contrary contained in this Section 6.2.5., it is understood and agreed that if, at the time of Buyer’s receipt of percentage rent from a particular tenant, such tenant is in arrears for all or any portion if its 2005 pass-through charges (the “Pass Through Charge Arrearage”) then the Seller shall timely file only be entitled to receive its portion of that amount of the percentage rent payment which exceeds the amount of the Pass-Through Charge Arrearage. If, on or before December 31, 2005, such tenant subsequently remits to Buyer the amount of the Pass-Through Charge Arrearage, then Buyer will pay to Seller the Seller’s remaining portion of the percentage rent payment withheld as aforesaid. 6.2.6. Seller shall be deemed to have retained and reserved to itself at Closing all tax returns in a manner consistent with claims against tenants or former tenants or their bankrupt estates for arrearages under any of the final allocation schedule and, (b) in the event of Leases existing at Closing or under any examination, audit, or other proceeding with respect to any tax return, will take no position inconsistent with the final allocation scheduleprior leases. The maximum amount that may be allocated in the final allocation schedule claims retained and reserved to Seller pursuant to the Non-Compete Agreement provisions of this Section 6.2.6 shall not exceed $10,000 ($90,000 in aggregate across all Definitive Agreements)be limited to claims and actions for the collection of money, and at no time shall Seller have the right after the completion of Closing to seek ejectment of a tenant under any of the Leases or termination of a Lease.

Closing Adjustments. The Parties agree that there will be an adjustment made within ninety (90) days of the Closing Date to adjust for any Excluded Assets and/or Excluded Liabilities that are found to exist as of the Closing Date, as such Excluded Assets or Excluded Liabilities may relate to the Purchased Assets or the Business, so that the Seller will be responsible and liable to the Purchaser for the liabilities of the Seller that exist as of the Closing Date, less a credit for any miscellaneous cash on hand (for clarity, the Parties intend that cash on hand at Closing will be zero), credit card receivables, a pro rata portion of prepaid items, items and other Excluded Assets delivered to Purchaser. If such Excluded Assets exceed such Excluded Liabilities as of the Closing Date, the Purchaser shall promptly pay such amount to the Seller. Within 90 days following the Closing Date, the Parties will cooperate to agree on an allocation of the Purchase Price among the Purchased Assets and the Non-Compete Agreement. The allocation schedule shall be prepared in accordance with Code Section 1060 and the regulations thereunder. Each party (a) shall timely file all tax returns in a manner consistent with the final allocation schedule and, (b) in the event of any examination, audit, or other proceeding with respect to any tax return, will take no position inconsistent with the final allocation schedule. The maximum amount that may be allocated in the final allocation schedule to the Non-Compete Agreement shall not exceed $10,000 ($90,000 in aggregate across all Definitive Agreements).