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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(e)(ii) 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 4.1(e)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 III. <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 />