Adjustments and Apportionments Sample Clauses
The "Adjustments and Apportionments" clause defines how certain financial responsibilities, such as taxes, utilities, or other recurring charges, are divided between parties in a transaction, typically as of the date of completion or transfer. In practice, this means that costs incurred up to the transfer date are allocated to the seller, while those arising after are the buyer's responsibility, with calculations made to ensure each party pays only for their respective period of ownership. This clause ensures a fair and accurate distribution of ongoing expenses, preventing disputes over who is liable for specific costs during the transition of ownership.
Adjustments and Apportionments. (a) Seller and Acquiror acknowledge and agree that, as of each Closing Date, certain costs and expenses relating to the Acquired Real Property Assets being acquired by Acquiror on such Closing Date, including real estate Taxes, water meter and water charges, sewer rents, and debt service under the Assumed Mortgage Debt (all such costs and expenses, collectively, "Real Property Expenses"), (x) may have accrued during the period prior to such Closing Date (the "Pre-Closing Period") but will not be due and payable by the Seller or a Company until after such Closing Date (such accrued expenses, if any, that are unpaid as of each Closing Date being hereinafter referred to as "Accrued Expenses") or (y) will not accrue until the period on or after such Closing Date (each, a "Post-Closing Period") but have been paid by the Seller or a Company during the Pre-Closing Period (such unaccrued expenses, if any, that have been prepaid as the Closing Date being hereinafter referred to as "Prepaid Expenses"). The expenses described in this Section 2.04(a) shall be pro rated as of 12:01 am (New York time) on each Closing Date and apportioned (on the basis of a 365-day year) to (i) Seller with respect to the Pre-Closing Period and (ii) Acquiror with respect to the Post-Closing Period (it being acknowledged and agreed by Seller and Acquiror that each of the Net Tenants shall, pursuant to the terms of the respective Property Leases, be responsible for all Real Property Expenses relating to each of the Acquired Real Property Assets leased by such Net Tenant with respect to the Post-Closing Period, other than debt service relating to the Post-Closing Period under the Assumed Mortgage Debt, as set forth in the respective Property Leases).
(b) Not later than ten (10) Business Days prior to each Closing Date, Seller shall prepare and deliver to Acquiror a written statement setting forth, as of the anticipated Closing Date, a reasonably detailed good faith calculation of the apportionments contemplated by Section 2.04(a) for each of the Acquired Real Property Assets. Acquiror shall have the right to review such written statement and shall notify Seller of any objection thereto within three (3) Business Days after the receipt thereof. Seller and Acquiror shall negotiate in good faith to attempt to resolve any such objection made by Acquiror, provided that if such parties are unable to agree upon a reasonably detailed calculation of such apportionments at least five (5) Business Days ...
Adjustments and Apportionments. 3.1 The following are to be apportioned or adjusted as of the date of Closing (the "Closing Date"):
(a) Any charges, which are not paid by the UNITED STATES GOVERNMENT GENERAL SERVICES ADMINISTRATION ("Tenant"), including but not limited to, real estate taxes, water and sewer charges, electricity, fuel and other utility charges shall be apportioned as of the Closing Date in accordance with local custom for transactions of this type.
(b) Any escrow fees charged by the Title Company for acting as the escrow agent hereunder shall be shared equally by the parties.
(c) Rental payments from the Tenant shall be apportioned as of the Closing Date. Rental deposits, if any, shall be paid to Buyer.
(d) The following closing costs shall be paid by Buyer:
i. documentary stamps, transfer and intangible taxes, if any, on Buyer's mortgages and notes;
ii. recording costs on the deed, Buyer's mortgage and financing statements;
iii. one half of the cost of the Owners' (Buyer's) title insurance commitment and policy and the cost of the Lender's title insurance commitment and policy;
iv. survey update, if any;
v. Buyer's loan costs;
vi. all expenses of due diligence and all fees and expenses related to Buyer's financing;
vii. all other expenses incurred by Buyer including without limitation, all legal fees and expenses of Buyer's counsel;
(e) The following closing costs shall be paid by Seller:
i. documentary stamps, transfer and intangible taxes on the deed;
ii. one half of the cost of the Owner's (Buyer's) title insurance commitment and policy;
iii. all costs associated with curative or remedial title work and the recording of any corrective title instruments and releases;
iv. all other expenses incurred by Seller, including without limitation all fees and expenses of Seller's counsel.
3.2 The terms and provisions of this Section 3 shall survive the Closing Date.
Adjustments and Apportionments. The following items shall be apportioned on an accrual basis as of 11:59 PM local time in Austin, Texas on the day preceding the Closing Date (the “Apportionment Date”):
9.4.2.1 subject to Section 9.4.3 below, prepaid rents, fixed rents and additional rents payable pursuant to any Leases (including, without limitation, operating expense escalation payments, real estate tax escalation payments and percentage rent, if any, payable under the Leases) (collectively, “Rents”);
9.4.2.2 real estate taxes, sewer rents and taxes, water rates and charges, vault charges and taxes, business improvement district taxes and assessments and any other governmental taxes, charges or assessments levied or assessed against the Property (collectively, “Property Taxes”), on the basis of the respective periods for which each is assessed or imposed, to be apportioned in accordance with Section 9.4.4 below;
9.4.2.3 administrative charges, if any, permitted under the Leases or applicable law, on security deposits held pursuant to the Leases;
9.4.2.4 any amounts prepaid or payable by any Owner Entities pursuant to any Contracts in effect relating to the operation of the Property;
9.4.2.5 wages and fringe benefits (including, without limitation, vacation pay, sick days, health, welfare, pension and disability benefits) and other compensation payable in respect of the employees allocable to the Property;
9.4.2.6 all accrued interest and other required payments related to the Existing Loans;
9.4.2.7 reserves, escrows, and all fees and expenses related to the Existing Loans, including but not limited to the fair market value of any interest rate ▇▇▇▇▇▇ or “caps” (with the full amount of all reserves and escrows to be attributed to the period prior to the Closing Date);
9.4.2.8 operating expenses of the Owner Entities;
9.4.2.9 appraisal, audit, accounting, and tax return preparation fees;
9.4.2.10 personal property taxes and business, professional and occupational licensing taxes;
9.4.2.11 all other accounts payable and accrued operating expenses with respect to the Owner Entities; and
9.4.2.12 such other items as are customarily apportioned in real estate closings of commercial properties in Austin, Texas.
Adjustments and Apportionments. 3.1 The following are to be apportioned or adjusted as of the date of Closing (the "Closing Date"):
(a) Any charges, which are not paid directly by the TENANT including but not limited to, real estate taxes, water and sewer charges, electricity, fuel and other utility charges shall be apportioned as of the Closing Date in accordance with local custom for transactions of this type.
(b) Any escrow fees charged by the Title Company for acting as the escrow agent hereunder and all real estate transfer taxes shall be shared equally by the parties.
(c) Rental payments made to Seller before Closing, shall be apportioned as of the Closing Date. Rental deposits, if any, shall be paid to Buyer.
(d) The following closing costs shall be paid by Buyer:
i. Documentary stamps, transfer tax, intangible taxes and transfer fees, if any, on Buyer's mortgages and notes.
ii. Recording costs on the deed, Buyer's mortgage and financing statements.