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.
Appears in 1 contract
Adjustments and Prorations. At Closing, the The following matters and items shall be adjusted apportioned between the parties based on actual daily amounts or, where appropriate, credited in total to a particular party, as provided below, provided all apportionments and credits made by or prorated between in favor of Purchaser or Seller as set forth below (excluding (a)) shall only be made, to the extent of the Purchaser Prorata Share of all such amounts in the case of Purchaser, and Purchaserto the extent of the Seller Prorata Share of all such amounts in the case of Seller, i.e. if Purchaser would otherwise be entitled to a net $100 credit as provided below, the actual credit will be $49, and if Seller would otherwise be entitled to a net $100 credit as provided below, the actual credit will be $51:
(a) Ad The Purchaser Prorata Share of the outstanding principal balance of the Closing Financing as of the Cut-off Time shall be credited to Purchaser.
(b) All ad valorem taxes for the taxes, special or general assessments, assessments under any Scheduled Encumbrances (collectively, “Property for the then current calendar year Taxes”), personal property taxes, water and sewer rents, rates and charges, vault charges, canopy permit fees, and other permit fees shall be prorated in cash as of the Cut-off Time provided, however, (i) if any taxes or assessments relating to the period prior to the Closing are paid in installments which are then due and payable, then Owner shall pay on or before Closing Date any remaining installments thereof and (ii) real property tax prorations shall be based on current appraised values. Seller’s pro rata portion of when such taxes and assessments accrue and become a lien on the Property, notwithstanding when such taxes become due and payable, e.g., 2007 real property taxes that are payable in Xxxx County, Illinois in 2008 will be prorated.
(c) Fees paid or payable in connection with transfer of Permits (other than Excluded Permits) shall be prorated as of the Cut-off Time.
(d) All payments due under the Management Agreement shall be prorated as of the Cut-off Time. Without limitation of the foregoing, any incentive fees due and payable under the Management Agreement for the calendar year in which Closing occurs shall be prorated between Purchaser and Seller in the same proportion as gross revenues accrue under the Management Agreement prior to and after the Cut-off Time. As an example only, if for the calendar year in which Closing occurs seventy-five (75%) percent of the gross revenues have accrued under the Management Agreement as of the Cut-off Time, Seller shall be responsible for seventy-five (75%) percent of the incentive fees and Purchaser shall be responsible for twenty-five (25%) percent of the incentive fees for such calendar year.
(e) Purchaser shall receive a credit for (i) advance payments or deposits, if any, made pursuant to any Bookings, (ii) all commissions due to credit and referral organizations attributable to stays (or portions thereof) prior to the Cut-off Time that are outstanding, and (iii) a percentage of all outstanding gift certificates issued for any use of the Hotel facilities including, without limitation, rooms and food and beverage, and any commitments made for the free use of any hotel facilities, which percentage shall be based upon taxes actually assessed the amount, age and historic redemption rate of gift certificates and commitments for free use at the Hotel. Seller shall receive a credit for coin machine, telephone, washroom, and checkroom income arising before the Cut-off Time.
(f) Gas, electricity and other utility charges shall be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (but subject to later readjustment as set forth below) with Seller receiving a credit for each deposit and reserve, if any, made by or on behalf of Seller for utilities so long as such deposit or reserve remains on account for the then current calendar year orbenefit of Owner or New Operating Lessee.
(g) Operational and/or occupancy taxes shall be prorated as of the Cut-off Time.
(h) Telephone and telex contracts and contracts for the supply of heat, steam, electric power, gas, lighting and any other utility service shall be prorated as of the Cut-off Time, with Seller receiving a credit for each deposit and reserve, if any, made by or on behalf of Owner or that will benefit New Operating Lessee for utilities or under contracts, including reserves maintained under the Management Agreement, provided such deposit or reserve remains on account for the benefit of Owner or New Operating Lessee. Where possible, cut-off readings will be secured for all utilities on the Closing Date.
(i) Any amounts prepaid, payable or accrued under any reason Hotel Contracts and Space Leases, if any, shall be prorated as of the Cut-Off Time. Percentage rent (i.e., that portion of the rent payable to landlord by tenants under the Space Leases which is a percentage of the amount of sales or of the dollar amount of sales), if any, payable under each Space Lease shall be prorated with respect to the year thereunder in which Closing occurs on a per diem basis. If the actual amounts to be prorated are not known as of Closing, the prorations shall be made on the basis of the best evidence then available and reconciled as provided in Section 7.02(b).
(j) Proratable Compensation of Employees shall be prorated as of the Cut-off Time.
(k) Accounts Receivable, Qualifying Receivables and trade Accounts Payable shall be identified as of the Cut-off Time. Seller shall receive a credit in the amount of the Qualifying Receivables as of the Cut-off Time. Purchaser shall receive a credit for all trade Accounts Payable as of the Cut-off Time. Notwithstanding the foregoing, each party shall receive a credit equal to one-half of the amount of transient guest room rentals for the full night which begins on the day immediately preceding the Closing Date, provided all revenues from any bars and lounges at the Hotel shall be prorated based on the actual closing time for such bar or lounge. For example, if such bar or lounge closes at 2 a.m. on the Closing Date, Seller shall retain the revenues from such services and operations even if such revenues were generated two (2) hours after the Cut-off Time. Thereafter, revenue from the Hotel attributable to food and beverage and other sales or services shall belong to Owner (as indirectly owned by Seller and Purchaser). Purchaser is not acquiring Accounts Receivable, and all Accounts Receivable shall be transferred to and remain the sole property of Seller. Each of Purchaser and Seller shall be responsible for the payment of any sales and/or hotel/motel occupancy taxes collected or otherwise due and payable in connection with the revenue allocated to such party under this Section 7.01(k) and shall indemnify (which indemnity shall survive the Closing for a period of five (5) years), defend and hold the other party harmless from and against any and all Liabilities suffered or incurred as a result of the failure to pay such taxes.
(l) The total value of the Unopened Consumable Inventory that constitutes alcoholic beverages as reflected in inventory thereof shall be credited to Seller.
(m) Cash-On-Hand and Account Cash shall be credited to Seller (since Purchaser will after the Restructuring receive the economic benefit of the Purchaser Prorata Share thereof).
(n) Pre-paid premiums for polices of insurance shall be credited to Seller.
(o) The parties acknowledge that certain taxes and assessments accrue and are payable to the various local governments by any business entity operating a hotel and its related facilities. Included in those taxes and assessments may be business and occupation taxes, retail sales taxes, parking taxes, gross receipts taxes, and other special lodging or hotel taxes and assessments. For purposes of this Agreement, all of such taxes and assessments (expressly excluding taxes and assessments covered elsewhere in this Agreement or corporate franchise taxes, and federal, state and local income taxes) shall be allocated between Seller and Owner such that those attributable to the period prior to the Cut-off Time shall be allocable to Seller and those attributable to the period after the Cut-off Time shall be allocable to Owner.
(p) Seller will receive a credit for the Property have not been actually assessed, such proration shall third-party actual out of pocket costs (provided an affiliate of Seller will be based upon current appraised values paid a project management fee for work on or after Closing as contemplated by its Asset Management Agreement) of the following if incurred and adjusted between paid during the parties when exact amounts are available. All special taxes or assessments approved or assessed period prior to the Closing Date shall be (and Purchaser will as a member of Seller Mezz II contribute the Purchaser Prorata Share of such cost incurred or paid by Seller. If Seller for on or Seller’s predecessors in title have claimed any partial or total exemption from taxation after the Closing Date): The construction, remodeling, renovations, equipping and furnishing of the Property based on agricultural or open Starbuck’s space use or any other use that could result in tax on any of the Property Hotel, up to an amount incurred and paid for years prior to before and after the Closing Date which become due as not to exceed $3,500,000 in the result of any changes in land usage or ownership or otherwise (“Rollback Taxes”), Purchaser shall assume payment of the Rollback Taxesaggregate.
(bq) Seller agrees to pay: (i) one-half Such other items as are provided for in this Agreement or as are normally prorated and adjusted in the sale 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 a hotel shall be prorated as reimbursement to Purchaser for the cost of the Survey; Cut-off Time, taking into account the effect of the Restructuring on the ongoing economic interests of the parties through the Purchaser’s 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 ownership interest in Seller Mezz II and expenses relating to financing the Down Payment for the Property; its direct and (iv) Purchaser’s own attorney’s fees.
(d) The agreements as to prorations and adjustments in this Section shall survive indirect subsidiaries that will become effective after 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.
Appears in 1 contract
Samples: Agreement for Sale and Purchase of Membership Interests (Strategic Hotels & Resorts, Inc)
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 by cash settlement when exact amounts are available. If the Property is assessed and taxed as a part of a larger parcel, then, for purposes of computing tax prorations, a proportionate part of the ad valorem taxes attributable to such larger parcel shall be allocated to the Property on the basis of the ratio between the number of gross acres of the Property and the total number of gross acres comprising such larger parcel, taking into account the value and location of any improvements located on the larger parcel. 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 use, and if a loss of such partial or total exemption would result in the imposition of 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 satisfy those taxes after the Closing, prior to delinquency. Therefore, it is specifically understood and agreed that if this sale or Buyer’s use of the Rollback TaxesProperty after Closing results in the assessment of additional taxes for periods prior to Closing, such additional taxes shall be the obligation of Buyer, and such obligation shall survive Closing.
(b) Seller agrees to pay: (i) one-half of all customary escrow fees generally charged by pay the premium for basic owners Title CompanyPolicy; (ii) pay for the. preparation of the premium for the standard Owner’s Title PolicyDeed; (iii) any costs for recording fees for the Deed and any releases of recorded liens; and (iv) Seller’s attorney fees; (ivv) up to $10,000 as reimbursement to Purchaser for the expenses incurred in obtaining tax certificates; (vi) one-half (1/2) of the cost of the Surveyany Title Company escrow fees; and (vvii) Seller’s own attorney feessuch other incidental costs and fees customarily paid by sellers in comparable land transactions in the County in which the Property is located.
(c) Purchaser agrees to payshall pay the following costs and expenses: (i) Purchaser’s attorney’s fees; (ii) one-half (1/2) of all customary the cost of any Title Company escrow fees generally fees; (iii) the premium charged by the Title Company; (ii) Company to amend the premium of any endoresements to “survey exception” in the Owner’s Title Policy; (iiiiv) all costs and expenses relating the charge, if any, by the Title Company to financing exclude from the Down Payment for Title Policy the Propertyexception as to “rights of parties in possession” if Purchaser elects said exclusion; and (ivv) Purchaser’s own attorney’s feessuch other incidental costs required and fees customarily paid by Purchasers in comparable land transactions in the County in which the Property is located.
(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.
Appears in 1 contract
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 by cash settlement when exact amounts are available. If the Property is assessed and taxed as a part of a larger parcel, then, for purposes of computing tax prorations, a proportionate part of the ad valorem taxes attributable to such larger parcel shall be allocated to the Property on the basis of the ratio between the number of gross acres of the Property and the total number of gross acres comprising such larger parcel, taking into account the value and location of any improvements located on the larger parcel. 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 Purchaser shall be responsible for years and pay prior to the Closing Date which become due as the result of delinquency any changes in land usage or ownership or otherwise (“Rollback Taxes”), Purchaser rollback taxes and shall assume payment of the Rollback Taxesindemnify and hold Seller harmless against same.
(b) Seller agrees to pay: 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) costs and expenses for preparation of the Deed; (iv) any costs for recording fees; (ivv) up to $10,000 15,000 as reimbursement to Purchaser for the cost of the Survey; and (vvi) Seller’s own attorney fees.
(c) Purchaser agrees to pay: pay (i) one-half of all customary escrow fees generally charged by the Title Company; (ii) the premium of any endoresements endorsements to the Owner’s Title Policy; (iii) all costs and expenses relating to financing the Down Payment Purchase Price for the Property; and (iv) Purchaser’s own attorney’s fees.
(d) All other bills or charges pertaining to the Property as of the Closing Date shall be paid by Seller prior to Closing.
(e) 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.
Appears in 1 contract
Adjustments and Prorations. At Closing, the following items shall be adjusted or prorated between Seller and Purchaser:
(a) Ad valorem taxes for the Property Land for the then current calendar year shall be prorated in cash as of the Closing Date based on current appraised valuesMay 1, 2009. 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 Land have not been actually assessed, such proration shall be based upon current appraised values the amount of such taxes for the immediately preceding calendar year, and adjusted between the parties by cash settlement when exact amounts are available. If the Land is assessed and taxed as a part of a larger parcel, then, for purposes of computing tax prorations, a proportionate part of the ad valorem taxes attributable to such larger parcel shall be allocated to the Land on the basis of the ratio between the number of gross acres of the Land and the total number of gross acres comprising such larger parcel, taking into account the value and location of any improvements located on the larger parcel. 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 Land based on agricultural or open space use or any other use that could use, and if a loss of such partial or total exemption would result in the imposition of tax for a period prior to the Closing Date, Seller shall satisfy at the Closing, and shall indemnify and hold Purchaser harmless from, any tax on any of the Property Land 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”, the term Rollback Taxes shall include all interest incurred with respect to such taxes), Purchaser shall assume payment of the Rollback Taxes.
(b) Seller agrees to pay: (i) one-half Except as otherwise provided herein, each party shall pay its share of all customary escrow fees generally charged by other closing costs and expenses of closing in consummating the Title Company; (ii) sale and purchase of the premium for the standard Property to be borne and paid as follows: Owner’s Title Policy; (iii) any costs for recording Policy paid by Purchaser Documentary stamp or other transfer taxes paid by Purchaser Survey paid by Purchaser Filing fees paid by Purchaser Property and other taxes through pro-rated through May 1, 2009 Recording fees paid by Purchaser Realtor or broker fees; (iv) up to $10,000 as reimbursement to Purchaser for the cost of the Survey; and (v) , if any, paid by 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 agreed upon by the Title Company parties hereto to be erroneous, then either party hereto who is entitled to additional monies shall invoice the other party for such additional amounts as a may be owing, and such amounts shall be paid within ten days from receipt of the invoice.
Appears in 1 contract
Samples: Contract of Sale in Lieu of Condemnation (American Locker Group Inc)
Adjustments and Prorations. At Closing, the following items shall be adjusted or prorated between Seller and Purchaser:
(a) Ad valorem taxes for The following adjustments to the Property for the then current calendar year Unadjusted Purchase Price shall be prorated made between the parties hereto as of 12:01 A.M., prevailing Central Time, on the Closing Date (as hereinafter defined). Not less than two business days prior to the Closing Date, Seller shall provide to Purchaser such information and verification reasonably necessary to support the adjustments and prorations under this Section 1.4. The following adjustments and prorations shall be based on the actual number of days in cash the applicable period.
(i) Real estate, franchise or other taxes, impact fees and assessments as of the Closing Date based in accordance with the custom applicable in the city, town or county in which the Real Property is situated, including assessments payable pursuant to that certain Building Operating Agreement, that certain Lakeshore East Declaration and that certain Special Assessment payable to the City of Chicago under Warrant Number 62456, each of which will be more particularly identified in the Commitment (as hereinafter defined). If any taxes, impact fees or assessments are not available on current appraised values. Seller’s pro rata portion the Closing Date, then proration will be made on the basis of amounts assessed in the previous year, with a subsequent cash adjustment of such proration to be made between Seller and Purchaser, if necessary, when actual figures are available. Notwithstanding any provision to the contrary contained herein, Seller and Purchaser acknowledge that the general real estate taxes and special assessments for the Real Property for the year in which the Closing occurs (and for prior years) shall be assessed together with the general real estate taxes and special assessments for the balance of the Project. The prorations of real estate taxes and special assessments determined at Closing pursuant to this Subsection 1.4(a)(i) will be based upon taxes actually assessed the allocations provided for in the Building Operating Agreement in respect of the most recent ascertainable tax xxxx(s) for the then current calendar year orProject. The initiation, if for withdrawal, settlement or compromise of any reason such taxes for protest or reduction proceeding, affecting 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 real estate taxes or assessments approved assessed against any portion of the Project or assessed the Building prior to the Closing Date Real Property components being separately taxed shall be controlled by Seller (or Aqua at LSE, as applicable). Any net refund or credit (i.e., after deducting reasonable attorneys’ fees and expenses in obtaining such refunds or credits) attributable to any year prior to the year in which the Closing occurs shall belong to and be the property of Seller and all net refunds or credits received after Closing and attributable to the year in which the Closing occurs shall be reasonably apportioned between Seller and Purchaser in the same method as prorations are calculated pursuant to this Section 1.4(a)(i);
(ii) Rental payments, common area maintenance charge payments, tax payments and other receipts in respect of the Real Property actually received for the month or other period in which the Closing occurs, as of the Closing Date. If at the time of Closing there are past-due rents or other charges owing from any tenant of the Real Property, then, upon receipt thereof, Seller shall be entitled to all of such funds from such tenant to the Closing Date. The first rents and charges collected will be applied first to rents that became due and payable after Closing, and second, to those that were due and payable prior to Closing, in reverse order of maturity;
(iii) Except to extent utilities are paid directly by Tenants, Seller shall obtain or cause the Company to obtain meter readings on all utilities as of the Closing Date, and if such readings are obtained, then Purchaser shall receive a credit for amounts due as of the Closing Date. Any utility deposits shall be credited to Seller. If Seller is unable to obtain or Seller’s predecessors in title have claimed any partial or total exemption from taxation cause the Company to obtain meter readings as of the Property Closing Date, then utilities shall be prorated at the Closing Date based on agricultural or open space use or upon the most-recent utility bills;
(iv) In respect of any other use Tenant Lease that could result in tax on any provides for the payment of additional rent based upon a percentage of the Property for years tenant’s gross sales during a specified annual or other period (such additional rent is referred to herein as “Percentage Rent”), if the Closing shall occur prior to the time when any such Percentage Rent is payable, then such Percentage Rent for the applicable accounting period in which the Closing Date which become due as occurs shall be apportioned subsequent to the result of any changes Closing promptly after the collection thereof;
(v) Any deposits then held under Tenant Leases, together with accrued interest thereon wherever interest is provided for in land usage such Tenant Leases or ownership or otherwise by applicable Law;
(“Rollback Taxes”), Purchaser shall assume payment vi) Any other operating expenses of the Rollback TaxesReal Property, including permits, licenses or other prepaid expenses (e.g., any amounts paid or payable under Contracts as of the Closing Date); and
(vii) The aggregate amount of all credits in respect of all apartment units not in Rent Ready Condition as contemplated by Section 7.6.
(b) Within 90 days after the final bills for any prorated item become available, Seller agrees and Purchaser shall make a final adjustment and reconciliation of the prorations made pursuant to this Agreement.
(c) On or before the Closing Date, Seller shall 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; (iiiii) all costs and expenses relating to financing the Down Payment for the PropertySurvey; (iii) any State and County transfer, excise, document stamps, sales and similar taxes applicable to the transactions contemplated hereby and Seller’s ‘CTA’ portion of City of Chicago transfer tax; (iv) one-half of any escrow fee, including any “New York Style” closing fee; (v) costs of tax certificates, if any; (vi) Seller’s attorneys’ fees; (vii) costs to discharge or bond around Monetary Encumbrances; and (ivviii) other expenses stipulated to be paid by Seller under other provisions of this Agreement. On or before the Closing Date, Purchaser shall pay: (A) the premium for any endorsements to the Owner’s Title Policy, the Excess Premium (as hereinafter defined) for the Owner’s Title Policy, and any cost related to a lender’s title insurance policy; (B) Purchaser’s own attorneyportion of the City of Chicago transfer, excise, document stamps, sales and similar taxes applicable to the transactions contemplated hereby; (C) one-half of any escrow fee, including any “New York Style” closing fee; (D) Purchaser’s attorneys’ fees; (E) recording fees (other than fees for documents to terminate or release any Monetary Encumbrances or to cure any title encumbrances); (F) other expenses stipulated to be paid by Purchaser under other provisions of this Agreement; and (G) the cost of its due diligence and all fees and expenses in connection with the Acquisition Financing (as hereinafter defined) that are incurred by Purchaser, including any commission due to Broker (as hereinafter defined) to the extent that Purchaser engages Broker and obtains the Acquisition Financing from a lender procured by Broker. At Purchaser’s request, Seller has agreed to have Chicago Title Insurance Company (the “Title Company”) issue the Owner’s Title Policy (and the loan policy) in connection with the transactions contemplated by this Agreement; provided that Purchaser agrees to pay the amount (the “Excess Premium”) by which the premium charged by the Title Company for the Owner’s Title Policy exceeds the premium that would have been charged by Escrow Agent for the Owner’s Title Policy, such amount currently estimated at $30,000. The parties further acknowledge and agree that Escrow Agent, as title agent for Old Republic, will provide any required reinsurance at Seller’s cost.
(d) The agreements as to prorations and adjustments in this Section shall survive If the Closing. In amount of loan proceeds received from the event that, subsequent to the Closing, any adjustments made Acquisition Financing at the Closing is more than $100,000,000, the interest rate is fixed at an amount less than 3.5% for a minimum of the initial five years of the Acquisition Financing, with interest-only payable during the entire term of the Acquisition Financing and is non-recourse to the Company except for customary non-recourse carve-outs (collectively, the “Specified Terms”), then the Unadjusted Purchase Price shall be increased by $1,000,000. Notwithstanding the foregoing, if Seller has delivered or caused to be delivered to Purchaser a term sheet from a reputable lender evidencing such lender’s willingness to make a loan to the Company or Purchaser on the Specified Terms, and Seller and Purchaser determine in their reasonable discretion that such lender could reasonably be expected to perform its obligations under such term sheet (assuming the satisfaction by the Company or Purchaser, as applicable, of the conditions therein requiring the performance of the Company or Purchaser, as applicable), then the Unadjusted Purchase Price shall be increased by $1,000,000 notwithstanding an election by Purchaser not to pursue the Acquisition Financing with such lender or on the Specified Terms.
(e) Notwithstanding any provision of this Agreement to the contrary, in lieu of Seller providing a real estate tax proration credit to Purchaser at Closing, Aqua at LSE shall deposit the Real Estate Tax Funds (as hereinafter defined) into a segregated escrow account with Escrow Agent at Closing for the payment of real estate taxes with respect to the Real Property for the period prior to the Closing Date, such Real Estate Tax Funds to be held by Escrow Agent pursuant to this Section are determined by the Title Company a mutually acceptable real estate tax escrow and reproration agreement to be erroneousentered into by Aqua at LSE, then either party hereto who is Purchaser and Escrow Company at Closing (“Real Estate Tax Escrow Agreement”). The “Real Estate Tax Funds” shall be an amount equal to the sum of (i) the prorated amount for the second installment of 2009 real estate taxes with respect to the Real Property as calculated in accordance with Section 1.4(a)(i) (unless the final 2009 tax xxxx has otherwise been paid by Aqua at LSE on or prior to the Closing Date, in which event Aqua at LSE shall deposit only the sum referenced in clause (ii) that follows) and (ii) the prorated amount for 2010 real estate taxes for the period from January 1, 2010 to the Closing Date with respect to the Real Property as calculated in accordance with Section 1.4(a)(i) (“Aqua’s Tax Account”). Aqua at LSE shall direct the investment of, and be entitled to additional monies shall invoice the other party for such additional amounts as may be owingall interest earned on, and such amounts Aqua’s Tax Account. All escrow fees charged by Escrow Agent shall be shared equally by Aqua at LSE and Purchaser and paid within ten days from receipt of the invoice.at Closing. The Real Estate Tax Escrow Agreement shall provide, among other things, that:
Appears in 1 contract
Samples: Membership Interests Purchase Agreement (Behringer Harvard Multifamily Reit I Inc)
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 at or after Closing as the result of any changes in land usage or ownership or otherwise (“Rollback Taxes”), Purchaser shall assume payment of the Rollback Taxes.Taxes , and no credit therefor shall be awarded against the Purchase Price. Obligations imposed by this paragraph shall survive
(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; (v) to Purchaser up to $8,000 as reimbursement for the survey, if applicable; (vi) any and all costs, expense and payments associated with any mortgage indebtedness, prepayment fees, lender consent fees, lender counsel fees, etc.
(c) Purchaser Xxxxxxxxx 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.
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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 by cash settlement when exact amounts are available. If the Property is assessed and taxed as a part of a larger parcel, then, for purposes of computing tax prorations, a proportionate part of the ad valorem taxes attributable to such larger parcel shall be allocated to the Property on the basis of the ratio between the number of gross acres of the Property and the total number of gross acres comprising such larger parcel, taking into account the value and location of any improvements located on the larger parcel. 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 use, and if a loss of such partial or total exemption would result in the imposition of 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 satisfy those taxes after the Rollback TaxesClosing, prior to delinquency.
(b) Seller agrees to pay: (i) one-half pay the premium for basic owners Title Policy; (ii) pay for the preparation of the Deed; and (iii) any costs for recording fees for the Deed and any releases of recorded liens created by or through Seller. Each Party will pay its own attorney’s fees. Purchaser and Seller agree to bear equally all customary escrow fees generally charged by the Title Company; (ii) the premium . Purchaser shall be responsible for the standard Ownerpayment of all endorsements to the Title Policy required by Xxxxxxxxx and its mortgagee’s Title Policy; (iii) policy of title insurance and for any endorsements thereto. Other costs for recording fees; (iv) up to $10,000 as reimbursement to Purchaser for of Closing shall be apportioned between Parties in accordance with the cost normal and customary practice of real estate transactions in the vicinity of the Survey; and (v) Seller’s own attorney feesProperty.
(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 Party hereto who is entitled to additional monies shall invoice the other party Party for such additional amounts as may be owing, and such amounts shall be paid within ten (10) days from receipt of the invoice.
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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 at or after Closing as the result of any changes in land usage or ownership or otherwise (“Rollback Taxes”), Purchaser shall assume payment of the Rollback Taxes., and no credit therefor shall be awarded against the Purchase Price. Obligations imposed by this paragraph shall survive
(b) Seller agrees to paypay at closing: (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) Seller’s own attorney fees; (v) to Purchaser up to $10,000 7,000 as reimbursement to Purchaser for the cost of the Survey; and (vvi) Seller’s own attorney any and all costs, expense and payments associated with any mortgage indebtedness, prepayment fees, lender consent fees, lender counsel fees, etc.
(c) Purchaser Xxxxxxxxx agrees to pay: (i) one-half of all customary escrow fees generally charged by the Title Company; (ii) the premium of any endoresements endorsements 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.
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