Adjustments to the Purchase Price. The Purchase Price shall be adjusted as of the Closing Date by: (1) prorating the Closing year's real and tangible personal property taxes as of the Allocation Date (if the amount of the current year's property taxes are not available, such taxes will be prorated based upon the prior year's assessment); (2) prorating as of the Allocation Date cash receipts and expenditures for the Shopping Center and other items customarily prorated in transactions of this sort; and (3) subtracting the amount of security deposits, prepaid rents from tenants under the Leases, and credit balances, if any, of any tenants. Any rents, percentage rents or tenant reimbursements payable after the Allocation Date but applicable to periods on or prior to the Allocation Date shall be remitted to Seller by Buyer within thirty (30) days after receipt. Buyer shall have no obligation to collect delinquencies, but should Buyer collect any delinquent rents or other sums which cover periods prior to the Allocation Date and for which Seller have received no proration or credit, Buyer shall remit same to Seller within thirty (30) days after receipt, less any costs of collection. Buyer will not interfere in Seller's efforts to collect sums due it prior to the Closing. Seller will remit to Buyer promptly after receipt any rents, percentage rents or tenant reimbursements received by Seller after Closing which are attributable to periods occurring after the Allocation Date. Undesignated receipts after Closing of either Buyer or Seller from tenants in the Shopping Center shall be applied first to then current rents and reimbursements for such tenant(s), then to delinquent rents and reimbursements attributable to post-Allocation Date periods, and then to pre-Allocation Date periods.
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Samples: Purchase and Sale Agreement (Regency Realty Corp), Purchase and Sale Agreement (Regency Realty Corp)
Adjustments to the Purchase Price. The Purchase Price shall be adjusted as of the Closing Date by:
(1) prorating the Closing year's real and tangible personal property taxes as of the Allocation Date (if the amount of the current year's property taxes are not available, such taxes will be prorated based upon the prior year's assessment);
(2) prorating as of the Allocation Date cash receipts and expenditures for the Shopping Center and other items customarily prorated in transactions of this sort; and
(3) subtracting the amount of security deposits, prepaid rents from tenants under the Leases, and credit balances, if any, of any tenants, and adding any expenses prepaid by Seller. Any rents, percentage rents or tenant reimbursements payable by tenants after the Allocation Date but applicable to periods on or prior to the Allocation Date shall be remitted to Seller by Buyer within thirty (30) days after receipt, less any expenses of the Property incurred on or prior to the Allocation Date by Seller but not paid by Seller prior to Closing and discovered by Buyer after Closing. Buyer shall have no obligation to collect delinquencies, but should Buyer collect any delinquent rents or other sums which cover periods prior to the Allocation Date and for which Seller have received no proration or credit, Buyer shall remit same to Seller within thirty (30) days after receipt, less any costs of collection. Buyer will not interfere in Seller's efforts to collect sums due it prior to the Closing. Seller will remit to Buyer promptly after receipt any rents, percentage rents or tenant reimbursements received by Seller after Closing which are attributable to periods occurring after the Allocation Date. Undesignated receipts after Closing of either Buyer or Seller from tenants in the Shopping Center shall be applied first to then current rents and reimbursements for such tenant(s), then to delinquent rents and reimbursements attributable to post-Allocation Date periods, and then to pre-Allocation Date periods.
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Adjustments to the Purchase Price. The Purchase Price shall be adjusted as of the Closing Date by:
(1) prorating the Closing year's real and tangible personal property taxes and assessments, if any, as of the Allocation Date (if the amount of the current year's property taxes are not available, such taxes will be prorated based upon the prior immediately preceding year's assessment). Notwithstanding the foregoing, the portion of the real estate taxes and assessments with respect to the Shopping Center which is payable by The Kroger Co., which is 59.7014% of the total real estate taxes, shall not be prorated, and there shall be no offset against the Purchase Price on account thereof;
(2) prorating as of the Allocation Date cash receipts and expenditures for the Shopping Center Center, the annual rent payable under the Railroad Lease, and other items customarily prorated in transactions of this sort; and
(3) subtracting the amount of security depositsdeposits held by Seller and not applied to tenant obligations under the Leases, and, prepaid rents from tenants under the Leases, Leases and credit balances, if any, of any tenantstenants (but only to the extent not prorated pursuant to clause (2) above). Any rents, percentage rents or tenant reimbursements payable by tenants after the Allocation Date but applicable to periods on or prior to the Allocation Date shall be remitted to Seller by Buyer within thirty (30) days after receipt, less any expenses of the Property incurred on or prior to the Allocation Date which (a) are discovered by the Buyer after Closing, (b) are paid for by the Buyer and (c) were not accounted for in previous prorations or adjustments. Buyer shall have no obligation use reasonable efforts to collect delinquencies, but should shall not be required to institute legal proceedings on account thereof. Should Buyer collect any delinquent rents or other sums which cover periods prior to the Allocation Date and for which Seller have has not received no proration or credit, Buyer shall remit same to Seller within thirty (30) days after receipt, less any direct, reasonable, out-of-pocket costs of collectioncollection paid to unrelated third parties. Buyer will not interfere in Seller's efforts to collect sums due it for periods prior to the ClosingClosing and Seller shall have the continuing right after Closing to pursue delinquent rents from tenants. Seller will remit to Buyer promptly after receipt any rents, percentage rents or tenant reimbursements received by Seller after Closing which are attributable to periods occurring after the Allocation Date. Undesignated receipts funds received after Closing of by either Buyer or Seller from tenants in the Shopping Center shall be applied first to then current rents and reimbursements for such tenant(s), then to delinquent rents and reimbursements attributable to post-Allocation Date periods, and then to delinquent rents and reimbursements for such tenant(s) attributable to pre-Allocation Date periods.
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Adjustments to the Purchase Price. The Purchase Price shall be adjusted as of the Closing Date by:
(1) prorating the Closing year's real and tangible personal property taxes as of the Allocation Date (if the amount of the current year's property taxes are not available, such taxes will be prorated based upon the prior year's assessment);
(2) prorating as of the Allocation Date cash receipts and expenditures for the Shopping Center and other items customarily prorated in transactions of this sort; and;
(3) subtracting the Tenant Escrow Funds and disbursing same to Escrow Agent as provided in Section 2.4 below; and (4) subtracting the amount of security deposits, prepaid rents from tenants under the Leases, and credit balances, if any, of any tenants. Any rents, percentage rents or tenant reimbursements payable after the Allocation Date but applicable to periods on or prior to the Allocation Date shall be remitted to Seller by Buyer within thirty (30) days after receipt. Buyer shall have no obligation to collect delinquencies, but should Buyer collect any delinquent rents or other sums which cover periods prior to the Allocation Date and for which Seller have received no proration or credit, Buyer shall remit same to Seller within thirty (30) days after receipt, less any reasonable costs of collection. Buyer will not interfere in Seller's efforts to collect sums due it prior to the Closing. Seller will remit to Buyer promptly within thirty (30) days after receipt any rents, percentage rents or tenant reimbursements received by Seller after Closing which are attributable to periods occurring after the Allocation Date. Undesignated receipts after Closing of either Buyer or Seller from tenants in the Shopping Center shall be applied first to then current rents and reimbursements for such tenant(s), then to delinquent rents and reimbursements attributable to post-Allocation Date periods, and then to pre-Allocation Date periods.
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Adjustments to the Purchase Price. The Purchase Price shall be adjusted as of the Closing Date by:
(1) prorating the Closing year's real and tangible personal property taxes as of the Allocation Date (if the amount of the current year's property taxes are not available, such taxes will be prorated based upon the prior year's assessment);
(2) prorating as of the Allocation Date cash receipts and expenditures for the Shopping Center and other items customarily prorated in transactions of this sort; and;
(3) subtracting the amount of security deposits, prepaid rents from tenants under the Leases, and credit balances, if any, of any tenants. Any rents, percentage rents or tenant reimbursements payable after the Allocation Date but applicable to periods on or prior to the Allocation Date shall be remitted to Seller by Buyer within thirty (30) days after receipt. Buyer shall have no obligation to collect delinquencies, but should Buyer collect any delinquent rents or other sums which cover periods prior to the Allocation Date and for which Seller have received no proration or credit, Buyer shall remit same to Seller within thirty (30) days after receipt, less any costs of collection. Buyer will not interfere in Seller's efforts to collect sums due it prior to the Closing. Seller will remit to Buyer promptly after receipt any rents, percentage rents or tenant reimbursements received by Seller after Closing which are attributable to periods occurring after the Allocation Date. Undesignated receipts after Closing of either Buyer or Seller from tenants in the Shopping Center shall be applied first to then current rents and reimbursements for such tenant(s), then to delinquent rents and reimbursements attributable to post-Allocation Date periods, and then to pre-Allocation Date periods; and
(4) deferring up to $2,400,000 of the Purchase Price until the Commencement Date (hereinafter defined) has occurred, at which point the appropriate amount of the "additional consideration" (as hereinafter defined) shall be placed in Escrow in keeping with Section 2.2 hereof; provided that, if the Commencement Date has occurred, the appropriate amount of "additional consideration" shall be placed in Escrow and held in Escrow until the Qualification Date (as hereinafter defined) occurs. Upon the occurrence of the Qualification Date, all additional consideration applicable to an Approved Lease for which the Qualification Date has occurred shall be disbursed from the Escrow Account in accordance with the provisions of Section 2.2 hereof.
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Adjustments to the Purchase Price. Seller shall prepare and deliver to Buyer at least three business days prior to the date of the Closing, Seller's estimate of the Adjusted Purchase Price (as hereinafter defined), together with the statement setting forth Seller's estimate of the amount of each adjustment and such backup or supporting information relating thereto as may be necessary to permit Buyer to understand how Seller determined such estimates. The parties shall negotiate in good faith and attempt to agree on such estimated adjustments amounts prior to Closing. If any estimated adjustment amounts are not agreed upon prior to the Closing, the estimate of the Adjusted Purchase Price for purposes of Closing shall be calculated upon Seller's and Buyer's agreed upon estimated adjustments amounts and Seller's good faith estimation of any disputed amounts. At Closing, Buyer shall pay to Seller the estimated Adjusted Purchase Price determined as set forth in this Section 9.2 (such estimated Adjusted Purchase Price being hereinafter referred to as the "Estimated Adjusted Purchase Price").
(a) The Purchase Price shall be adjusted increased by the following amounts:
(i) the amount as of the Effective Time of all prepaid ad valorem, property or similar taxes and assessments based upon or measured by ownership of the Assets, insofar as such prepaid taxes relate to periods of time after the Effective Time;
(ii) all costs and expenses (including but not limited to rentals, royalties, production and severance taxes, capital expenditures, lease operating expenses and overhead) paid that are attributable to the Assets and attributable to the period of time from and after the Effective Time;
(iii) the amount of all accounts receivable attributable to Hydrocarbons that at the Effective Time are owned by Company or any of the Current Owners or Joint Owners and are above the pipeline connection, in tanks, in storage or in processing plants; such accounts shall be valued and calculated at the price actually received, if received, by Buyer for such Hydrocarbons, less applicable royalties, burdens and taxes;
(iv) an amount equal to the interest on the Purchase Price (as such Purchase Price may be adjusted for Title Defects, Title Benefits, Violations of Environmental Laws or Conditions or pursuant to Section 10.5, in each case, in accordance with the terms of this Agreement) from September 1, 1999 to the date of the Closing Date byat the rate of 6% per annum; provided that if Closing does not occur on or before September 15, 1999 because (A) Seller extends the date of the Closing as provided in Section 9.1 or (B) Seller is unable to close by such date on account of unresolved Title Defects or Violations of Environmental Laws or Conditions (provided that such matters are not unresolved on account of the breach of this Agreement by Buyer), then no such interest will be computed with respect to the days by which the Closing is extended on account of such reasons;
(v) any other amount provided for in this Agreement or agreed upon by Buyer and Seller (including amounts for Title Benefits as provided herein).
(b) The Purchase Price shall be decreased by the following amounts:
(1i) prorating an amount equal to all unpaid ad valorem, property, production, severance and similar taxes and assessments based upon or measured by the Closing year's real and tangible personal property taxes as ownership of the Allocation Date Assets that are attributable to periods of time prior to the Effective Time, which amounts shall, to the extent not actually assessed, be computed based on such taxes and assessments for the preceding tax year (if such amount to be prorated for the amount period of Company's, any of the current yearCurrent Owners' or Joint Owners' ownership before and Buyer's property taxes are not available, such taxes will be prorated based upon ownership after the prior year's assessmentEffective Time);
(2ii) prorating an amount equal to all revenues (gross) collected or reasonably estimated by Seller to be collected by Company or any of the Current Owners or Joint Owners with respect to the Assets and attributable to the period of time after the Effective Time;
(iii) the amount of all accounts payable including suspense accounts attributable to the period of time prior to the Effective Time, to the extent not theretofore paid by Company or any of the Current Owners or Joint Owners;
(iv) the Allocated Value of any Property sold to the holder of a Preferential Right (as hereinafter defined) pursuant to Section 10.5;
(v) any other amount provided for in this Agreement or agreed upon by Buyer and Seller (including amounts for Title Defects and Violations of Environmental Laws or Conditions as provided herein).
(c) For the net Gas Imbalance, or over or under production relative to the Properties as of the Allocation Date cash receipts Effective Time, the Purchase Price shall be increased or decreased, as appropriate, by the product of (i) the amount (measured in Thousand Cubic Feet ["Mcf"]) of net Gas Imbalances or over or under production, and expenditures for the Shopping Center (ii) One Dollar and other items customarily prorated in transactions of this sort; andNo/100 ($1.00) per Mcf.
(3d) subtracting the amount of security depositsThe Purchase Price, prepaid rents from tenants under the Leases, and credit balances, if any, of any tenants. Any rents, percentage rents or tenant reimbursements payable after the Allocation Date but applicable to periods on or prior to the Allocation Date shall be remitted to Seller as adjusted by Buyer within thirty (30) days after receipt. Buyer shall have no obligation to collect delinquencies, but should Buyer collect any delinquent rents or other sums which cover periods prior to the Allocation Date and for which Seller have received no proration or credit, Buyer shall remit same to Seller within thirty (30) days after receipt, less any costs of collection. Buyer will not interfere adjustments described in Seller's efforts to collect sums due it prior to the Closing. Seller will remit to Buyer promptly after receipt any rents, percentage rents or tenant reimbursements received by Seller after Closing which are attributable to periods occurring after the Allocation Date. Undesignated receipts after Closing of either Buyer or Seller from tenants in the Shopping Center shall be applied first to then current rents and reimbursements for such tenant(sSection 9.2(a), then (b) and (c) is hereinafter referred to delinquent rents and reimbursements attributable to post-Allocation Date periods, and then to pre-Allocation Date periodsas the "Adjusted Purchase Price".
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Samples: Purchase and Sale Agreement (Ocean Energy Inc /Tx/)
Adjustments to the Purchase Price. The Purchase Price shall be adjusted as of the Closing Date by:
(1) prorating the Closing year's real and tangible personal property taxes as of the Allocation Date (if the amount of the current year's property taxes are not available, such taxes will be prorated based upon the prior year's assessment);
(2) prorating as of the Allocation Date cash receipts and expenditures for the Shopping Center and other items customarily prorated in transactions of this sort, such as utilities, insurance and payments due under Contracts; and
(3) subtracting the amount of security deposits, prepaid rents from tenants under the Leases, and credit balances, if any, of any tenants. Any rents, percentage rents or tenant reimbursements payable after the Allocation Date but applicable to periods on or prior to the Allocation Date shall be remitted to Seller by Buyer within thirty (30) days after receipt. Buyer shall have no obligation to collect delinquencies, but should Buyer collect any delinquent rents or other sums which cover periods prior to the Allocation Date and for which Seller have received no proration or credit, Buyer shall remit same to Seller within thirty (30) days after receipt, less any costs of collection. Seller may use reasonable efforts other than eviction or lease termination to collect sums owed it, and Buyer will not interfere in Seller's efforts to collect sums due it prior to the Closingit. Seller will remit to Buyer promptly after receipt any rents, percentage rents or tenant reimbursements received by Seller after Closing which are attributable to periods occurring after the Allocation Date. Undesignated receipts after Closing of either Buyer or Seller from tenants in the Shopping Center shall be applied first to then current rents and reimbursements for such tenant(s), then to delinquent rents and reimbursements attributable to post-Allocation Date periods, and then to pre-Allocation Date periods. Each party agrees to furnish to the other, upon receipt, copies of all post-Closing billings made to tenants fox xxxxxction of sums due the landlord from such tenants.
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Adjustments to the Purchase Price. The Purchase Price shall be adjusted as of the Closing Date by:
(1) prorating the Closing year's real and tangible personal property taxes as of the Allocation Date (if the amount of the current year's property taxes are not available, such taxes will be prorated based upon the prior year's assessmentfully discounted payment);
(2) prorating as of the Allocation Date cash receipts and expenditures for the Shopping Center and other items customarily prorated in transactions of this sort; and;
(3) subtracting the amount of security deposits, prepaid rents from tenants under the Leases, and credit balances, if any, of any tenants. Any rents, percentage rents or tenant reimbursements payable by tenants after the Allocation Date but applicable to periods on or prior to the Allocation Date shall be remitted to Seller by Buyer within thirty (30) days after receipt, less any expenses of the Property incurred on or prior to the Allocation Date but discovered by Buyer after Closing. Buyer shall have no obligation to collect delinquencies, but should Buyer collect any delinquent rents or other sums which cover periods prior to the Allocation Date and for which Seller have received no proration or credit, Buyer shall remit same to Seller within thirty (30) days after receipt, less any costs of collection. Buyer will not interfere in Seller's efforts to collect sums due it prior to the Closing. Seller will remit to Buyer promptly after receipt any rents, percentage rents or tenant reimbursements received by Seller after Closing which are attributable to periods occurring after the Allocation Date. Undesignated receipts after Closing of either Buyer or Seller from tenants in the Shopping Center shall be applied first to then current rents and reimbursements for such tenant(s), then to delinquent rents and reimbursements attributable to post-Allocation postAllocation Date periods, and then to pre-Allocation Date periods.
(4) If there is no Blockbuster Video expansion/relocation proposal accepted by Buyer under Section below, the price shall also be adjusted by Buyer paying to Seller an additional $25,000, provided Seller has leased under Approved Leases no less than 2100 square feet of presently vacant space by leasing at least two (2) of spaces B11 (1050 square feet), B12 (1050 square feet), B16 (1050 square feet), or A5 (1200 square feet), (the "Earnout Space"). To be entitled to additional consideration, there must be no Blockbuster expansion and relocation accepted by Buyer, and such Approved Lease must be produced by Seller prior to the end of the Inspection Period and executed by Seller as landlord and the prospective tenant on or prior to Closing. An Approved Lease is one which provides for base rent plus tenant reimbursements and has an initial term of no less than three (3) and no more than ten (10) years with a third party tenant who is a bonafide third party unaffiliated with Seller who is creditworthy in Buyer's reasonable judgment and who is experienced in Buyer's reasonable judgment in the operation of the type of business proposed to be conducted at the leased premises. In addition, an Approved Lease must be written on the Shopping Center's standard form lease, without material modification (or other form approved by Buyer), and must provide for rents, cost sharing and concessions which are "market" for the Miami area, provided that in no event shall the annual base rental payable under the proposed lease be less than $16.00 per square foot of store area, exclusive of tenant reimbursements. The minimum level of business experience which will be acceptable to Buyer for any proposed tenant shall be that the proposed store operator shall have been the principal operator of the business proposed to be conducted or a substantially similar business in the South Florida region successfully for no less than three (3) years. The minimum expectation of creditworthiness of Landlord shall be that the prospective tenant has net worth and unrestricted liquid assets sufficient to perform its obligations under the lease without regard to the income derived from or the assets of the proposed store, for one (1) full year of the lease term. In the event Seller obtains a proposed tenant and proposed lease for one (1) or more spaces in the Earnout Space and submits said proposed tenant and proposed lease to Buyer for its approval, Buyer shall have a period of five (5) business days after the receipt of the proposed lease and any related materials within which to respond to Seller in writing. If the response is in the negative, said response must be supplied to Seller in writing within said five (5) business days, along with a detailed list which defines and sets forth in clear and understandable terms the reasons for turning down or negating said potential tenant or potential lease. In the event Buyer does not respond or take any action in regard to the written request or notice of a potential tenant or potential lease (when and if said lease and supporting financial and operating expense information are enclosed in the package) within said five (5) business day period, said potential tenant and potential lease shall be conclusively deemed to have been approved by Buyer as of the end of such five (5) business day period, and shall become an Approved Lease which Buyer shall be obligated to execute and perform if the transaction closes. All costs to be incurred by the landlord in connection with the execution and delivery of the lease, concessions and buildout, including without limitation leasing commissions, tenant improvements and post-Closing free rent, if any, shall be paid by Seller prior to Closing or if not paid, credited against the cash portion of the Purchase Price due Seller. Notwithstanding any other provision hereof, the maximum aggregate additional consideration for the aggregate Earnout Space is $25,000. The additional consideration contemplated hereby applies only to the Earnout Space and not to any other space in the Shopping Center and is not payable if Buyer approves the proposal for the Blockbuster expansion and relocation transaction as contemplated by Section below.
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Adjustments to the Purchase Price. The Purchase Price shall be adjusted as of the Closing Date by:
(1) prorating the Closing year's real and tangible personal property taxes as of the Allocation Date (if the amount of the current year's property taxes are not available, such taxes will be prorated based upon the prior year's assessment);
(2) prorating as of the Allocation Date cash receipts and expenditures for the Shopping Center Center, interest on the debt secured by the Surviving Mortgage and other items customarily prorated in transactions of this sort; and
(3) subtracting the amount of tenant security depositsdeposits held by Seller the obligations for which are to be assumed by Buyer, prepaid rents from tenants under the Leases, and credit balances, if any, of any tenants. Any rents, percentage rents or tenant reimbursements payable by tenants after the Allocation Date but applicable to periods on or prior to the Allocation Date shall be remitted to Seller by Buyer within thirty (30) days after receipt, less any reasonable expenses of the Property actually incurred on or prior to the Allocation Date but discovered by Buyer after Closing. Buyer shall have no obligation to collect delinquencies, but should Buyer collect any delinquent rents or other sums which cover periods prior to the Allocation Date and for which Seller have received no proration or credit, Buyer shall remit same to Seller within thirty (30) days after receipt, less any reasonable costs of collection. Buyer will not interfere in Seller's efforts to collect sums due it prior to the Closing. Seller will remit to Buyer promptly after receipt any rents, percentage rents or tenant reimbursements received by Seller after Closing which are attributable to periods occurring after the Allocation Date. Undesignated receipts after Closing of either Buyer or Seller from tenants in the Shopping Center shall be applied first to then current rents and reimbursements for such tenant(s), then to delinquent rents and reimbursements attributable to post-Allocation Date periods, and then to pre-Allocation Date periods. Utility deposits and similar deposits made by Seller shall be transferred to Buyer, who shall reimburse Seller therefor, or Buyer shall make its own deposits and Seller shall obtain refunds of the deposits made by Seller, as Buyer and Seller shall agree prior to Closing.
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Adjustments to the Purchase Price. The Purchase Price shall be adjusted as of the Closing Date by:
(1) prorating the Closing year's real and tangible personal property taxes as of the Allocation Date (if the amount of the current year's property taxes are not available, such taxes will be prorated based upon the prior year's assessment);
(2) prorating as of the Allocation Date cash receipts and expenditures for the Shopping Center and other items customarily prorated in transactions of this sort; and
(3) subtracting the amount of security deposits, prepaid rents from tenants under the LeasesLeases (prorated as of the Allocation Date), and credit balances, if any, of any tenants. Any rents, percentage rents or tenant reimbursements payable after the Allocation Date but applicable to periods on or prior to the Allocation Date shall be remitted to Seller by Buyer within thirty ten (3010) days after receipt. Buyer shall have no obligation to collect delinquencies, but should Buyer collect any delinquent rents or other sums which cover periods prior to the Allocation Date and for which Seller have received no proration or credit, Buyer shall remit same to Seller within thirty ten (3010) days after receipt, less any costs of collection. Buyer will not interfere in Seller's efforts to collect sums due it prior to the Closing. Seller will remit to Buyer promptly after receipt any rents, percentage rents or tenant reimbursements received by Seller after Closing which are attributable to periods occurring after the Allocation Date. Undesignated receipts after Closing of either Buyer or Seller from tenants in the Shopping Center shall be applied first to then current rents and reimbursements for such tenant(s), then to delinquent rents and reimbursements attributable to post-Allocation Date periods, and then to pre-Allocation Date periods.
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Adjustments to the Purchase Price. The Purchase Price shall be adjusted as of the Closing Date by:
(1) prorating the Closing year's real and tangible personal property taxes as of the Allocation Date (if the amount of the current year's property taxes are not available, such taxes will be prorated based upon the prior year's assessment) provided, however, special taxes or assessments, if any, upon the Property assessed or becoming a lien prior to the date hereof (but only a pro-rata share of the then current installment of such special taxes or assessments, if any), shall be charged as a credit against the Purchase Price), Buyer agreeing to assume all liability for future installments and deferred payments. Seller has no knowledge of any outstanding special taxes or assessments as of the date hereof;
(2) prorating as of the Allocation Date cash receipts and expenditures for the Shopping Center and other items customarily prorated in transactions of this sortCenter; and
(3) subtracting the amount of security deposits, prepaid rents from tenants under the Leases, and credit balances, if any, of any tenants. Any rents, percentage rents or tenant reimbursements payable by tenants after the Allocation Date but applicable to periods on or prior to the Allocation Date shall be remitted to Seller by Buyer within thirty (30) days after receiptreceipt thereof, less all reasonable costs incurred by Buyer in connection with such collection. Buyer shall If, as of Closing, any tenants under the Leases have no obligation failed to collect delinquencies, but should Buyer collect pay any delinquent rents or other sums which cover periods amounts due and payable thereunder prior to the Allocation Date and for which Seller have received no proration or creditClosing (the "Delinquent Amounts"), then
(i) Buyer shall remit same use reasonable efforts to collect the Delinquent Amounts, by billing such tenants monthly for a period not exceeding ninety (90) days, but Buyer shall not be required to terminate any lease, evict any tenant or institute or threaten litigation with respect to any delinquency; and (ii) Buyer shall pay to Seller all Delinquent Amounts actually received by Buyer within thirty (30) days after receiptreceipt thereof, less any all reasonable costs of incurred by Buyer in connection with such collection. Buyer will not interfere in Seller's efforts to collect sums due it prior to the Closing. Seller will remit to Buyer promptly after receipt any rents, percentage rents or tenant reimbursements received by Seller after Closing which are attributable to periods occurring after the Allocation Date. Undesignated receipts after Closing of either Buyer or Seller from tenants in the Shopping Center shall be applied first to then current rents and reimbursements for such tenant(s), then to delinquent rents and reimbursements attributable to post-Allocation Date periods, and then to pre-Allocation Date periods.
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Adjustments to the Purchase Price. The Purchase Price shall be adjusted as of the Closing Date by:
(1) prorating the Closing year's real and tangible personal property taxes as of the Allocation Date (if the amount of the current year's property taxes are not available, such taxes will be prorated based upon the prior year's assessment);; taxes shall not be pro rated on space for which the tenant is to either pay the real estate taxes directly or reimburse or pay landlord after the date of closing.
(2) prorating as of the Allocation Date cash receipts and expenditures for the Shopping Center and other items customarily prorated in transactions of this sort; and
(3) subtracting the amount of security deposits, prepaid rents from tenants under the Leases, and credit balances, if any, of any tenants. Any rents, percentage rents or tenant reimbursements payable by tenants after the Allocation Date but applicable to periods on or prior to the Allocation Date shall be remitted to Seller by Buyer within thirty (30) days after receipt, less any expenses of the Property incurred on or prior to the Allocation Date but discovered by Buyer after Closing. Buyer shall have no obligation to collect delinquencies, but should Buyer collect any delinquent rents or other sums which cover periods prior to the Allocation Date and for which Seller have received no proration or credit, Buyer shall remit same to Seller within thirty (30) days after receipt, less any costs of collection. Buyer will not interfere in Seller's efforts to collect sums due it prior to the Closing. Seller will remit to Buyer promptly after receipt any rents, percentage rents or tenant reimbursements received by Seller after Closing which are attributable to periods occurring after the Allocation Date. Undesignated receipts after Closing of either Buyer or Seller from tenants in the Shopping Center shall be applied first to then current rents and reimbursements for such tenant(s), then to delinquent rents and reimbursements attributable to post-Allocation Date periods, and then to pre-Allocation Date periods.
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