IN AN AMOUNT EQUAL TO TWO HUNDRED SIX THOUSAND FIVE HUNDRED SIXTY-EIGHT
DOLLARS ($206,568).
(H)
INTERIM CLOSING ADJUSTMENT.
WITHIN SIXTY (60) DAYS FOLLOWING THE
CLOSING DATE, THE SELLERS AND THE PURCHASER SHALL RECALCULATE THE ADJUSTMENTS
AND PRORATIONS PROVIDED FOR IN THIS SECTION 8.4 (THE "INTERIM CLOSING
ADJUSTMENT") AND THE PARTY RECEIVING THE BENEFIT OF THE RECALCULATION SHALL
RECEIVE A PAYMENT IN IMMEDIATELY AVAILABLE FUNDS FROM THE OTHER PARTY WITHIN TEN
(10) DAYS AFTER THE INTERIM CLOSING ADJUSTMENT IS FINALIZED.
(I)
FINAL CLOSING ADJUSTMENT.
ON DECEMBER 1, 2007, THE SELLERS AND
THE PURCHASER SHALL MAKE A FINAL ADJUSTMENT TO THE PRORATIONS MADE AT THE
CLOSING (THE "FINAL CLOSING ADJUSTMENT").
THE FINAL CLOSING ADJUSTMENT SHALL BE
MADE IN THE FOLLOWING MANNER:
(1)
GENERAL.
ALL ADJUSTMENTS OR PRORATIONS WHICH COULD NOT BE
DETERMINED AT THE CLOSING OR THE INTERIM CLOSING ADJUSTMENT BECAUSE OF THE LACK
OF ACTUAL STATEMENTS, BILLS OR INVOICES FOR THE CURRENT PERIOD OR ANY OTHER
REASON SHALL BE MADE AS A PART OF THE FINAL CLOSING ADJUSTMENT.
ANY NET
ADJUSTMENT IN FAVOR OF THE PURCHASER FOR ANY PROPERTY SHALL BE PAID BY THE
SELLERS (IN IMMEDIATELY AVAILABLE FEDERAL FUNDS) TO THE PURCHASER NO LATER THAN
TEN (10) DAYS AFTER THE FINAL CLOSING ADJUSTMENT.
ANY NET ADJUSTMENT IN FAVOR
OF ANY SELLER SHALL BE PAID (IN IMMEDIATELY AVAILABLE FEDERAL FUNDS) BY THE
PURCHASER TO SUCH SELLER NO LATER THAN TEN (10) DAYS AFTER THE FINAL CLOSING
ADJUSTMENT.
(2)
NO FURTHER ADJUSTMENTS.
THE FINAL CLOSING ADJUSTMENT SHALL BE
CONCLUSIVE AND BINDING UPON THE SELLERS AND THE PURCHASER AND, ABSENT MANIFEST
ERROR OR BAD FAITH, THE SELLERS AND THE PURCHASER HEREBY WAIVE ANY RIGHT TO
CONTEST AFTER THE FINAL CLOSING ADJUSTMENT ANY PRORATIONS, APPORTIONMENT OR
ADJUSTMENTS TO BE MADE PURSUANT TO THIS SECTION.
(3)
RECORDS.
THE PURCHASER AND THE SELLERS SHALL MAKE AVAILABLE TO
EACH OTHER UPON REQUEST THEIR RESPECTIVE RECORDS REGARDING ALL ITEMS OF INCOME
AND EXPENSE RELATING TO THE PERIOD OF THEIR OWNERSHIP TO THE EXTENT NECESSARY TO
MAKE THE INTERIM CLOSING ADJUSTMENT AND THE FINAL CLOSING ADJUSTMENT.
WITHOUT
LIMITING THE FOREGOING, THE SELLERS SHALL PROVIDE THE PURCHASER WITH ALL BACK UP
INFORMATION NECESSARY TO DETERMINE THE ACTUAL PROPERTY EXPENSES INCURRED BY THE
SELLERS IN CALENDAR YEAR 2007 THROUGH AND INCLUDING THE CLOSING DATE.
(J)
CLOSING COSTS.
THE PURCHASER AND THE SELLERS SHALL EACH PAY
THEIR OWN LEGAL FEES RELATED TO THE PREPARATION OF THIS AGREEMENT AND ALL
DOCUMENTS REQUIRED TO SETTLE THE TRANSACTION CONTEMPLATED HEREBY.
THE SELLERS
SHALL PAY ALL TRANSFER TAXES AND DOCUMENTARY STAMP CHARGES.
THE PURCHASER SHALL
PAY ALL (I) RECORDING COSTS OTHER THAN THE COSTS TO RECORD ANY TITLE CLEARING
INSTRUMENTS AND (II) COSTS ASSOCIATED WITH ITS DUE DILIGENCE, INCLUDING, WITHOUT
LIMITATION, THE COST OF APPRAISALS, ARCHITECTURAL, ENGINEERING, CREDIT AND
ENVIRONMENTAL REPORTS, TITLE UPDATES, SURVEY
81
UPDATES, TITLE INSURANCE POLICIES AND SEARCH FEES.
AT THE CLOSING, THE
PURCHASER SHALL ALSO REIMBURSE THE SELLERS FOR ALL OUT-OF-POCKET EXPENSES
INCURRED BY THE SELLERS TO OBTAIN THE TITLE COMMITMENTS (INCLUDING, WITHOUT
LIMITATION, ALL TITLE EXAMINATION, SEARCH, COPYING AND OTHER