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(i) The Purchase Price, less the Good Faith Deposit held by Escrow Agent. A closing statement duly executed by Buyer setting forth the prorations and adjustments required by this Agreement or otherwise agreed to by Buyer and Seller. (iii) Evidence of authority to execute the documents required of Buyer hereunder and to enter into this Agreement reasonably satisfactory to Seller's counsel. (d) Post Closing Access. Notwithstanding the foregoing, or anything else to the contrary contained herein, Buyer shall permit Seller access to and occupancy of a twenty point twenty-four (20.24) acre portion of the Property represented on a survey to be provided prior to Closing for a reasonable period post -Closing, not to exceed one hundred twenty (120) days (the "Post Closing Access Period"), for the purpose of (a) winding up Seller's business activities on the Property, and conducting one or more auction sales to liquidate Seller's personal property and/or remove such personal property not to be conveyed herein, and (b) to deconstruct and remove the Shop Building which shall remain the property of Seller following the conveyance of the Property as provided for by this Agreement; provided, however, Seller shall, upon the request of Buyer, execute a commercially reasonable lease, license or other written agreement memorializing such post -Closing occupancy during the Post Closing Access Period. Nothing contained herein shall allow the Seller to materially inhibit or interfere with Buyer's ability to exercise control of and dominion over the land and make improvements thereon 5. CLOSING COSTS. Seller shall pay the following: (a) the cost of preparation of the Deed and the other documents to be delivered by Seller (b) all documentary transfer taxes levied by state or local authorities in connection with the transfer of title and (c) its proportionate share of the expenses to be prorated as set forth in this Agreement. Buyer shall pay the following: (a) the cost of preparation of the documents to be delivered by Buyer, (b) the Deed and Deed of Trust recording fee, (c) title insurance premiums and (d) its proportionate share of the expenses to be prorated as set forth in this Agreement. Except as otherwise provided herein, each party hereto agrees to bear its own expenses, including but not limited to, attorneys' and advisors' fees. 6. ADJUSTMENTS AND PRORATIONS. Rents, ad valorem taxes, and other expenses relating to the Property shall be prorated as of the Closing Date in the manner customary under the laws of the state in which the Property is located, based upon actual days involved. To the extent that the actual amounts of such charges and expenses referred to in this paragraph are unavailable at the Closing Date, the closing statement shall be based upon estimated amounts, and a readjustment of these items shall be made upon the request by either party to this Agreement within thirty (30) days after the Closing Date. In the event that ad valorem taxes for the year of Closing have not been established as of the Closing Date, Seller and Buyer agree to prorate ad valorem taxes based upon estimated taxes for the preceding year and in the event the actual taxes differ from such estimate, Seller and Buyer agree to adjust the proration upon the request by either party to this Agreement. Any such adjustment payment shall be made within fifteen (15) days after notification by either party that such adjustment is necessary. Seller and Buyer hereby agree that if ad valorem taxes for the Property for the year of Closing may be paid at Closing, the same shall be paid at Closing. In the event that such ad valorem taxes for the year of Closing cannot be paid at Closing, then the parties shall prorate said taxes in accordance with this Paragraph 6, and Buyer shall thereafter pay the ad valorem taxes for the Property for the year of Closing before those taxes become delinquent. Buyer agrees to, and hereby does, indemnify and hold Seller harmless of and from any and all liabilities, claims, demands and expenses, of any kind or nature arising out of or with respect to Buyer's failure to timely pay the ad valorem taxes in accordance with the preceding sentence. Buyer's obligations under this paragraph shall survive Closing. Buyer Seller acknowledges and agrees that any "rollback" or similar taxes imposed because of a change in use or ownership of the Property shall be the sole and exclusive responsibility of Seller, and that Seller shall pay at the estimated rollback taxes, if any, at the time of Closing. 999999.009-2231269x3 5