Form Apa - Asset Purchase Agreement Page 11
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available exemptions from such sales, use and transfer Taxes, and in timely providing
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each other with resale certificates and any other documents necessary to satisfy any such
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exemptions.
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2.7
Prorations
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The real and personal property Taxes relating exclusively to the Purchased Assets,
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the Corporate Office or the Business becoming a lien in the year of closing shall be
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prorated as of the Closing. The rent, utilities, common area maintenance reimbursements
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to lessors, local business or other license fees, and other similar periodic charges relating
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exclusively to the Purchased Assets, the Corporate Office or the Business shall be
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prorated between Buyer and Seller effective as of the Closing. The real and personal
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property Tax prorations shall be made on the basis of the most recent Tax bill available.
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All prorations shall be calculated on the basis of a 365 day year and the actual number of
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days elapsed. With respect to those items listed in the second sentence of this
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Section 2.7, Buyer and Seller shall use commercially reasonable efforts to determine the
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amounts of all prorated expenses at or prior to the Closing and in any event within
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sixty (60) days thereafter, with all agreed amounts to be reflected in the funds transferred
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at the Closing and any amounts not determined as of the Closing to be paid by Buyer to
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Seller or by Seller to Buyer, as applicable, by wire transfer of immediately available
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funds.
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ARTICLE III
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CLOSING
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3.1
Closing
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The closing of the transactions contemplated herein (the "Closing") shall be held
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at 9:00 a.m. local time on the first date (the "Closing Date") that is two (2) business days
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after the first date that all of the conditions set forth in Articles VII and VIII have been
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satisfied or appropriately waived at the offices of _________________,
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__________________________________________, or at such other date, time and place
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as the parties hereto otherwise agree. For the purpose of any calculation or determination
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required to be made by any of the parties following the Closing, the Closing shall be
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deemed to have been effective as of 12:01 a.m., California time, on the Closing Date. All
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transactions and deliveries required to be made or completed at the Closing pursuant to
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the terms of this Agreement shall be deemed to occur concurrently and none shall be
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deemed completed unless all are completed.
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3.2
Conveyances at Closing
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(a)
Seller's Deliveries.
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To effect the sale and transfer referred to in Section 2.1 hereof and the
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other transactions contemplated hereby, Seller will, at the Closing, execute and deliver, or
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cause to be executed and delivered to Buyer:
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(i)
the Bill of Sale;
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Form APA.doc
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