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be for some or all of the Property in combination with any other assets of Debtor, or may be made alone or in combination with other bids. Seller hereby agrees to give Buyer prompt notice after receipt of any competing bids in excess of one hundred five percent (105°s) of the Purchase Price. In the event the purchase price in any subsequent bid exceeds one hundred five percent (lOSo) of the Purchase Price, Buyer shall, in its sole discretion, either execute an agreement, in form and substance acceptable to Seller, agreeing that the Purchase Price equals the purchase price to be paid under such higher bid or terminate this Agreement. In the event Buyer agrees to increase the Purchase Price, Buyer shall have the right to purchase the Property at such increased Purchase Price so long as no other bids for the sale of the Property in an amount in excess of the increased Purchase Price have been received by Seller prior to the approval of this Agreement by the Bankruptcy Court. All competitive offers must be submitted in writing to Seller or RE/MAX, Seller's real estate agent, no later than three (3) business days prior to any hearing on the approval of this Agreement. All offers must be submitted on an agreement, in form and substance satisfactory to Seller, in its discretion, which agreement must include a provision under which such offeror agrees to make a refundable earnest money deposit in a commercially reasonable amount to be held in escrow by RE/MAX pending the results of the U.S. Bankruptcy Court's hearing on approval of such agreement and the competitive bidding process. All offers must be accompanied by evidence satisfactory to Seller of the offeror's financial and legal ability to perform its obligations at closing. 5. Adjustments and Prorations. On the Closing Date, all real and personal property taxes and installments of special assessments, if any, for the years prior to closing will be paid by Seller. All real and personal property taxes and special assessments, if any, whether payable in installments or not, for the year of closing will be prorated on a daily basis to the Closing Date based upon the latest available tax bill. Any proration of taxes will be considered final settlements at closing. All utility charges incurred by Seller on the Property will be prorated as of the Closing Date. All utility and security deposits, if any, will be retained by Seller or, if left on deposit with the utility, Buyer shall reimburse Seller the amount of the deposit at closing. All income from the Property, including any lease payments, shall be prorated on a daily basis to the Closing Date. 6. Closing. The sale of the Property will close within ten (10) days of the approval of this Agreement by the U. S. Bankruptcy Court or such other time thereafter as mutually agreed upon between Buyer and Seller ("Closing Date"). The closing will take place at title company offices reasonably acceptable to the parties, with the exact time for closing to be designated by Seller and approved by Buyer. At closing, RE/MAX shall deliver to Seller the Earnest Money in cash (via wire transfer of immediately available funds), D'\FlLFS\TALLMAMRFLLLSAL.ALT - ~+