Adjustments and Prorations. The following adjustments and prorations shall be made at Closing:
Adjustments and Prorations. 6.1 The following adjustments and prorations shall be made at the Closing between SCOLP, Owner and Contributor. The adjustments and prorations will be made by a cash payment and shall not be an adjustment to the Units to be issued at Closing.
(a) Real estate taxes and personal property taxes which are a lien upon or levied against any portion of the Project prior to the Contribution Date (other than current taxes), and all special assessments levied on any portion of the Project prior to the Contribution Date, shall be paid by Owner or Contributor prior to the Contribution Date. Current real estate and personal property taxes and assessments shall be prorated at the Closing effective as of the Closing Date on a calendar year basis, understanding that real estate taxes in the State of Florida are payable in arrears. Such proration shall be made on the basis of the amount of real estate and personal property taxes for the current year if and to the extent that the taxing authorities have issued statements therefor, but otherwise based on real estate taxes assessed for the current tax year plus an estimated increase of 5%. Real estate taxes and personal property taxes levied against any portion of the Project and applicable to the period after the Contribution Date shall be prorated and adjusted between the parties on a calendar year basis and shall be paid by Contributor or SCOLP, as the case may be.
(b) The amount of all unpaid water and other utility bills for the Project which are not directly billed to the tenants of the Project, and all other operating and other expenses incurred with respect to the Project and Owner, and relating to the period prior to the Contribution Date, shall be paid by Owner or Contributor on or prior to the Contribution Date or, if not paid, an amount equal to such unpaid expenses shall be part of the cash adjustment at Closing. The amount of all prepaid water and other utility bills for the Project, and all other operating and other expenses to be incurred with respect to the Project and Owner, and relating to the period after and including the Contribution Date, shall be paid by SCOLP to Contributor on the Contribution Date.
(c) Charges under Project Contracts (as defined below) attributable to the period prior to the Contribution Date shall be paid by Owner or Contributor prior to the Contribution Date, or, if not paid, the amount due shall be reserved in cash within the Owner as of the Contribution Date. Prepaid charges unde...
Adjustments and Prorations. 5.1 Seller shall be entitled to all income produced from the operation of the Property which is allocable to the period prior to the Closing Date and shall be responsible for all expenses allocable to that period; and Buyer shall be entitled to all income and responsible for all expenses allocable to the period beginning at 12:01 A.M. on the Closing Date. At Closing, all items of income and expense with respect to the Property shall be prorated in accordance with the foregoing principles and the rules for the specific items set forth hereafter:
5.1.1 [Intentionally omitted.]
5.1.2 Real estate taxes, general, special and/or betterment assessments and personal property taxes shall be prorated for those taxes which are due and payable during the calendar or other fiscal tax year in which the Closing Date occurs (to the extent the tax bills for the calendar year in which Closing shall occur have not been issued as of Closing, then such proration shall involve a credit to Buyer for the daily rate of such taxes for the number of days of Seller’s ownership of the Property during such calendar year; to the extent Closing occurs after the applicable tax bills have been issued and have been paid, then such proration shall involve a credit to Seller for the daily rate of such taxes for the number of days of Buyer’s ownership of the Property during such calendar year). In the event that as of the Closing Date the actual tax bills for the tax year or years in question are not available and the amount of taxes to be prorated as aforesaid cannot be ascertained, then rates, millages and assessed valuation of the previous year, with known changes, shall be used; and after the Closing occurs and when the actual amount of taxes for the year or years in question shall be determinable, such taxes will be re-prorated between the parties to reflect the actual amount of such taxes. The parties acknowledge that, under its Lease, Wal-Mart is not obligated to reimburse the owner of the Property Wal-Mart’s pro rata share of such taxes but instead pay same directly to the taxing authority so the amount to be credited to Buyer hereunder shall be offset by the amount of taxes payable by Wal-Mart under its Lease.
5.1.3 Rentals and other payments (other than “percentage rent” and common area maintenance charges which are dealt with in Section 5.1.4 and Section 5.1.6) which are payable pursuant to Space Leases shall be prorated on a per diem basis as and when collected (subject to the prov...
Adjustments and Prorations. In addition to the Purchase Price payable pursuant to Article 3 of this Agreement and the increases, decreases and adjustments to the Cash Portion of the Purchase Price provided for elsewhere in this Agreement, Purchaser and Seller shall, on an accrual basis, also make the adjustments thereto provided for in this Article 13, which (except as otherwise expressly provided) are to be apportioned with respect to the Property as of the Cut-off Time (such that the period preceding the Closing Date shall be for the account of Seller and the period from and after the Closing Date shall be for the account of Purchaser) and, to the extent possible, settled at Closing:
(a) HOTEL REVENUES AND RECEIVABLES. All Hotel Revenues and the Receivables shall be prorated as of the Cut-off Time; provided, however, that Hotel Revenues and the Receivables with respect to Hotel Revenues arising from the letting of Hotel guest rooms for the night immediately preceding the Closing Date shall be shared equally by Seller and Purchaser. Purchaser shall not be obligated to pay Seller for any of the Receivables. Following the Closing, Seller shall have the right to collect the Receivables. Purchaser shall have no obligation to pursue collection of the Receivables, but, if Purchaser should receive any payment on account of any of the Receivables at any time following the Closing, Purchaser shall promptly remit such payment to Seller. If Seller should receive any payment on account of any Hotel Revenue relating to periods of time after the Closing, Seller shall promptly remit such payment to Purchaser. Purchaser will, subject to the provisions of Section 13.1(b) below, honor, for its account, the terms and rates of all the Bookings entered into by Seller or Manager prior to the Closing Date, but confirmed for periods of time after the Closing Date. Any down payments on such confirmed Bookings and other advance payments made with respect to Bookings for dates on or after the Closing Date will be credited to Purchaser at the Closing.
Adjustments and Prorations. 10.1 All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to the operation of the Property (but not including insurance premiums) shall be prorated to the Date of Closing, except that if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon, E.S.T., on the Date of Closing, all prorations shall be made as of the following business day. If the amount of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer shall be responsible for the payment of any assessments or notice of assessments made after the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect to security deposits, if any, made by tenants at the Property and actually received in hand by Seller, Buyer shall receive credit therefor. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this Section 10.1 shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the owner of the Property, as landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned by Seller, if any, at no additional cost to Buyer.
Adjustments and Prorations. 10.1 All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to the operation of the Property (but not including insurance premiums) shall be prorated to the Date of Closing, except that if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by 2:00, EST, on the Date of Closing, all prorations shall be made as of the following business day. If the amount of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer shall be responsible for the payment of any assessments or notice of assessments made after the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect to security deposits, if any, made by tenants at the Property and actually received in hand by Seller, Buyer shall receive credit therefor in the proration of rents. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this section shall not apply to any taxes, assessments, or other payments, which are directly payable by tenants under their leases or reimbursable by such tenants to the owner of the Property, as landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned by Seller, if any, at no additional cost to Buyer.
10.2 Post-Closing Collections. Buyer shall use commercially reasonable efforts during the twelve (12) month period immediately following the Closing to collect and promptly remit to Seller rents or other amounts due Seller for the period prior to Closing. Buyer shall apply all rents or other amounts received by Buyer, first for the account of Buyer for ...
Adjustments and Prorations. (a) All revenues arising from the ownership of the Assets, earned or accrued until midnight on the day prior to the Closing Date, and all expenses, costs or liabilities, arising therefrom incurred, accrued or payable up until such time including, without limitation, business, license, utility charges, real and personal property Taxes and assessments levied against the Assets, property and equipment rentals, applicable copyright or other fees, sales and service charges and Taxes (other than income Taxes, which shall be Seller's sole responsibility for all Taxable periods ending prior to the Closing Date, and those Taxes arising from the sale and transfer of the Assets, which, in the case of transfer and other similar Taxes shall be paid as set forth in Section 5.8) ----------- shall be prorated between Buyer and Seller in accordance with the principle that: (i) Seller shall receive all revenues, refunds and deposits (to the extent such refunds or deposits can be released or refunded) of Seller held by third parties, and shall be responsible for all expenses, costs and liabilities incurred, payable or allocable to the operation of the Business for the period prior to the Closing Date and (ii) Buyer shall receive all revenues earned or accrued, and shall be responsible for all expenses, costs and liabilities incurred, payable or allocable to the operation of the Business for the period commencing on and continuing after the Closing Date (provided, however, that -------- ------- Buyer shall have no responsibility for any wages, salaries, vacation, sick pay or other similar expenses of any employee of Seller, it being understood that Buyer is not the successor employer of any of Seller's employees).
Adjustments and Prorations. 6.1 The following adjustments and prorations shall be made at the Closing between SCOLP and Contributor, and shall be computed to, but not including, the Closing Date.
(a) Real estate taxes and personal property taxes which are a lien upon or levied against any portion of each Project on or prior to the Closing Date, and all special assessments levied prior to the Closing Date (to the extent of installments thereof due on or prior to the Closing Date) shall be paid by Contributor on or prior to the Closing Date. Further, all taxes in the nature of rollback or similar taxes charged, assessed or levied based on the prior use or any change in use of the Land or Improvements prior to Closing shall be the obligation of Contributor. All real estate taxes and personal property taxes (the “Current Taxes”) levied against any portion of each Project with respect to the applicable tax year in which the Closing occurs shall be prorated and adjusted between the parties such that Contributor is responsible for that portion of the Current Taxes allocable to the period from the beginning of such tax year to the Closing Date, and SCOLP is responsible for that portion of the Current Taxes allocable to the period commencing on the Closing Date through the end of the tax year. In addition, if Contributor or any Property Owner has paid any taxes or assessments for or in respect of tax years commencing after the Closing Date, then SCOLP shall be responsible for same and the amount thereof shall be credited to Contributor at Closing. If the tax bills for the Current Taxes have not been issued by the Closing Date, Contributor and SCOLP agree to prorate such Current Taxes on the basis of the taxes for the tax year immediately preceding the Closing for the purpose of computing the prorations under this Section 6.1(a), and to reprorate such Current Taxes at the request of either party promptly after the final bills for such Current Taxes are issued after Closing. The obligation to reprorate such Current Taxes will survive the Closing. Any refund or rebate of Current Taxes which is received by or payable to any Property Owner after the Closing shall be prorated between Contributor and SCOLP in the manner provided above promptly upon receipt. If there are any open appeals of real estate taxes or assessments for tax years prior to the tax year in which the Closing occurs, then Contributor shall be permitted to continue to prosecute and control such appeals at Contributor’s sole expense...
Adjustments and Prorations. At Closing, the following items shall be adjusted or prorated between Seller and Purchaser:
(a) Ad valorem taxes for the Property for the then current calendar year shall be prorated in cash as of the Closing Date based on current appraised values. Seller’s pro rata portion of such taxes shall be based upon taxes actually assessed for the then current calendar year or, if for any reason such taxes for the Property have not been actually assessed, such proration shall be based upon current appraised values and adjusted between the parties when exact amounts are available. All special taxes or assessments approved or assessed prior to the Closing Date shall be paid by Seller. If Seller or Seller’s predecessors in title have claimed any partial or total exemption from taxation of the Property based on agricultural or open space use or any other use that could result in tax on any of the Property for years prior to the Closing Date which become due as the result of any changes in land usage or ownership or otherwise (“Rollback Taxes”), Purchaser shall assume payment of the Rollback Taxes.
(b) Seller agrees to pay: (i) one-half of all customary escrow fees generally charged by the Title Company; (ii) the premium for the standard Owner’s Title Policy; (iii) any costs for recording fees; (iv) up to $10,000 as reimbursement to Purchaser for the cost of the Survey; and (v) Seller’s own attorney fees.
(c) Purchaser agrees to pay: (i) one-half of all customary escrow fees generally charged by the Title Company; (ii) the premium of any endoresements to the Owner’s Title Policy; (iii) all costs and expenses relating to financing the Down Payment for the Property; and (iv) Purchaser’s own attorney’s fees.
(d) The agreements as to prorations and adjustments in this Section shall survive the Closing. In the event that, subsequent to the Closing, any adjustments made at the Closing pursuant to this Section are determined by the Title Company to be erroneous, then either party hereto who is entitled to additional monies shall invoice the other party for such additional amounts as may be owing, and such amounts shall be paid within ten days from receipt of the invoice.
Adjustments and Prorations. At Closing, Seller and Buyer shall make adjustments and prorations in the manner set forth in Schedule 3.4.
