Apportionment and Certain Expenses Clause Samples

Apportionment and Certain Expenses. All payments required to be made by Seller under the provisions of the Lease Agreement or the Assumed Contracts, including, without limitation, rents, assessments, real estate taxes, insurance premiums, and common area charges (the “Payments”), shall be apportioned at the Closing between Seller and Buyer as of the Closing Date, with Buyer being responsible for paying all Payments attributable to periods of time occurring on and after the Closing Date, as follows: (a) Seller shall be responsible to pay such portion of the rent due under the Lease Agreement prior and up to the date of the Closing. Subject to Seller's responsibility to pay the foregoing, Buyer shall be responsible for paying its pro rata portion of the rent and any Additional Rent due under the Lease Agreement on and after the Closing Date. (b) All real estate taxes, personal property taxes (if any), water, sewer and other current charges, if any (the “Additional Rent”), assessed against the Purchased Assets shall be apportioned pro rata as of the Closing Date (with Buyer being responsible for paying all charges attributable to periods of time occurring on and after the Closing Date) on the basis of the applicable fiscal taxing periods of the taxing or assessing authorities, or other applicable period with respect to the Additional Rent. (c) Buyer and Seller recognize that there may be certain charges or credits due under the Lease Agreement, Assumed Contracts or other Purchased Assets which shall relate to and have arisen prior to the Closing Date, but which at the Closing Date shall not have been billed (including, without limitation, unbilled common area charges), or shall not then be ascertainable, or which, if a credit or refund, shall not have been credited or refunded (the “Adjustment Amount”). Seller shall be responsible for any Adjustment Amount relating to the period prior to the Closing Date, and Buyer shall be responsible for any Adjustment Amount relating to the period from and after the Closing Date, regardless of when such Adjustment Amount shall have been ascertained or billed. Two (2) business days prior to the Closing Date, Seller shall prepare a notice setting forth its estimated calculation of such Adjustment Amount to the extent such amounts are available to Seller (the “Adjustment Notice”) and shall deliver the Adjustment Notice to Buyer. Buyer shall review the Adjustment Amount as stated in the Adjustment Notice on or before the Closing Date and confer with Seller the c...