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Closing Notice to the Seller or the Individuals at any time prior to expiration of the Option Term <br />once the Buyer is satisfied with the Purchased Assets and its due diligence. The Closing shall be <br />effective, unless otherwise agreed in writing by the Parties, at 11:59 p.m., Denver, Colorado <br />local time, on the Closing Date. <br />2.11 Proration of Certain Charges. All Ad Valorem Taxes, water and sewer charges <br />and expenses, if any, and licensing costs relating to the Purchased Assets for any Straddle Period <br />shall be apportioned between the Buyer on the one hand and the Seller and the individuals on the <br />other hand in accordance with the principles set forth in Section 4.2(eXii) and, to the extent <br />known prior to the Closing Date, the net amount thereof shall be added to or deducted from, as <br />the case may be, the payment made on the Closing Date. Any such amounts which are not <br />known or available for proration on the Closing Date shall be paid by the Buyer to the Seller or <br />the Individuals, as applicable, or the Individuals and the Seller to the Buyer, as applicable, as <br />soon as practicable after such amount becomes available, but in no event later than thirty (30) <br />days after such amount is determined. <br />2.12 Allocations. The Buyer, the Seller and the Individuals agree that the Purchase <br />Price (as provided in this Agreement), the Assumed Liabilities (to the extent required by Tax <br />Law), and any other items required to be included by Tax Law shall be allocated among the <br />Purchased Assets and the covenants set forth in Sections 4.1fe) through 4�1 ,g;) for Tax purposes, <br />in accordance with Exhibit D attached hereto; (the "Allocation"), which the Parties agree are in <br />compliance with Section 1060 of the Code and the Treasury Regulations promulgated <br />thereunder. The Seller, the Individuals and the Buyer agree to file all Tax Returns (including <br />Form 8594) consistent with the Allocation and not to take any action inconsistent therewith <br />unless required by applicable Law. If any adjustments are made to the Purchase Price following <br />the Closing, a revised Allocation shall be prepared by the Buyer and delivered to the Seller and <br />the Individuals within sixty (60) days following any such adjustments to the Purchase Price. <br />Such revised Allocation, if acceptable to Seller, shall become final upon Buyer's receipt of the <br />written approval of the Seller and the Individuals thereto, which shall not be unreasonably <br />withheld, conditioned or delayed. <br />2.13 Deductions and Withholdings. The Title Company shall be entitled to deduct and <br />withhold from the Closing Payment all Taxes that the Title Company is required to deduct and <br />withhold under any provision of applicable Law. All such withheld amounts, to the extent <br />remitted to the applicable taxing Governmental Authority, shall be treated as delivered to Seller <br />and the Individuals hereunder. <br />ARTICLE M. <br />REPRESENTATIONS AND <br />WARRANTIES <br />3.1 Representations and Warranties of the Seller. Except as set forth in the <br />Disclosure Schedules delivered by the Seller concurrently with the execution and delivery of this <br />Agreement (the "Disclosure Schedules"), the Seller and the Individuals hereby jointly and <br />severally represent and warrant to the Buyer, as of the date hereof and as of the Closing Date, as <br />follows: <br />12 <br />