USAGE AT
THE PROPERTIES THAT ARE NOT IN THE NAME OF ANY TENANT (COLLECTIVELY, THE
"SELLERS' UTILITIES") TO BE READ, AFTER THE EFFECTIVE DATE AND PRIOR TO THE
CLOSING DATE.
IF THE UTILITY COMPANIES ARE UNABLE OR REFUSE TO READ THE METERS
PRIOR TO THE CLOSING DATE, ALL CHARGES FOR THE SELLERS' UTILITIES THAT ARE
INCLUDED IN THE ESTIMATED EXPENSES SHALL BE PRORATED AND ADJUSTED AS OF THE DATE
OF THE MOST RECENT BILL PRIOR TO THE CLOSING DATE PURSUANT TO
SECTION 8.4(C)(IV).
THE SELLERS SHALL PROVIDE NOTICE TO THE PURCHASER THREE (3)
BUSINESS DAYS PRIOR TO THE CLOSING DATE SETTING FORTH (I) WHETHER UTILITY METERS
WERE READ AFTER THE EFFECTIVE DATE AND (II) A COPY OF THE MOST RECENT BILLS FOR
THE SELLERS' UTILITIES WHICH ARE TO BE INCLUDED IN THE ESTIMATED EXPENSES.
TO
THE EXTENT THAT THE AMOUNT OF SUCH BILLS PROVE TO BE MORE OR LESS THAN THE
ACTUAL SELLERS' UTILITIES FOR THE PERIOD IN QUESTION, A FURTHER ADJUSTMENT SHALL
BE MADE AFTER THE CLOSING DATE AS SOON AS THE ACTUAL CHARGES FOR SUCH UTILITIES
ARE AVAILABLE.
THE SELLERS SHALL ENDEAVOR TO OBTAIN FINAL UTILITY BILLS PRIOR
TO THE CLOSING WITH RESPECT TO WATER AND SEWER CHARGES.
TO THE EXTENT THAT ANY
FINAL UTILITY BILLS ARE ISSUED SUBSEQUENT TO THE CLOSING WHICH COVER ANY PERIOD
PRIOR TO THE CLOSING DATE, THE SELLERS SHALL BE RESPONSIBLE FOR THOSE COSTS
PRORATED THROUGH THE DATE PRIOR TO THE CLOSING THAT ARE NOT PAYABLE BY TENANTS
UNDER THEIR LEASES.
(E)
CONTRACTS.
TO THE EXTENT NOT INCLUDED IN THE ADJUSTMENTS MADE FOR
PROPERTY EXPENSES PURSUANT TO SECTION 8.4(C)(IV), AMOUNTS DUE AND PREPAYMENTS,
IF ANY, UNDER THE CONTRACTS SHALL BE PRORATED ON A PER DIEM BASIS AT THE
CLOSING.
(F)
INSURANCE.
WITHOUT LIMITING THE PROVISIONS OF
SECTION 8.4(C)(IV), THERE SHALL BE NO PRORATION OF ANY SELLER'S INSURANCE
PREMIUMS OR AN ASSIGNMENT OF ANY SELLER'S INSURANCE POLICIES.
EXCEPT AS
OTHERWISE EXPRESSLY SET FORTH IN ARTICLE 6, THE PURCHASER SHALL HAVE NO INTEREST
IN OR BE DEEMED A BENEFICIARY UNDER ANY SELLER'S INSURANCE POLICIES.
(G)
REIMBURSEMENT FOR CERTAIN OTHER COSTS.
THE OWNERS OF THE
MIDDLEBORO PROPERTY, THE ROCKLAND (MARKET STREET PROPERTY), THE SANDWICH
PROPERTY AND THE WHITMAN (FOOD
80
MASTER PLAZA) PROPERTY INCURRED CERTAIN COSTS FOR PAVING AND SEPTIC REPAIRS
RELATING TO THOSE PROPERTIES.
THE TENANTS OF THOSE PROPERTIES THAT ARE
IDENTIFIED ON EXHIBIT L ATTACHED HERETO ARE PAYING THEIR PROPORTIONATE SHARE OF
SUCH COSTS (COLLECTIVELY, THE "TENANTS' COSTS") AS INDICATED ON EXHIBIT L
THROUGH THE DATES IDENTIFIED THEREON.
EACH OF SUCH TENANTS EITHER HAD THE RIGHT
UNDER THEIR LEASES OR THE APPLICABLE SELLERS OFFERED SUCH TENANTS THE OPTION
(WHICH SUCH TENANTS ELECTED) TO PAY THE AMOUNT OF THEIR SHARE OF THE TENANTS'
COSTS OVER A SPECIFIC PERIOD OF TIME WITH NO INTEREST CHARGES RELATING THERETO
(SUCH AGREEMENTS TO PAY SUCH TENANTS' COSTS OVER SUCH PERIOD OF TIME ARE
COLLECTIVELY REFERRED TO HEREIN AS THE "REIMBURSEMENT AGREEMENTS").
AT THE
CLOSING, AN ADJUSTMENT TO THE PURCHASE PRICE SHALL BE MADE IN FAVOR OF THE
SELLERS