Apportionments. The following apportionments shall be made between Seller and Purchaser as of 11:59 p.m. local time at the Property, on the day immediately preceding the Closing Date (the “Apportionment Date”).
(a) Amounts paid or payable under the Leases, under any new leases executed after the date of this Agreement pursuant to the provisions hereof and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease...
Apportionments. 12.01. The following apportionments shall be made between the parties at the Closing as of the close of business on the day prior to the Closing Date:
(a) prepaid rents and Additional Rents (as defined in §12.03);
(b) interest on the Existing Mortgage(s);
(c) real estate taxes, water charges, sewer rents and vault charges, if any, on the basis of the fiscal period for which assessed, except that if there is a water meter on the Premises, apportionment at the Closing shall be based on the last available reading, subject to adjustment after the Closing when the next reading is available;
(d) wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Premises whose employment was not terminated at or prior to the Closing;
(e) value of fuel stored on the Premises, at the price then charged by Seller's supplier, including any taxes;
(f) charges under transferable Service Contracts or permitted renewals or replacements thereof;
(g) permitted administrative charges, if any, on tenants' security deposits;
(h) dues to rent stabilization associations, if any;
(i) insurance premiums on transferable insurance policies listed on a schedule hereto or permitted renewals thereof;
(j) Reletting Expenses under §6.02, if any; and
(k) any other items listed in Schedule D. If the Closing shall occur before a new tax rate is fixed, the apportionment of taxes at the Closing shall be upon the basis of the old tax rate for the preceding period applied to latest assessed valuation. Promptly after the new tax rate is fixed, the apportionment of taxes shall be recomputed. Any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected, which obligations shall survive the Closing.
Apportionments. Real estate taxes, water charges, sewer charges, current property rent, condominium or POA fees, and other charges, if any, shall be apportioned to the date of final settlement on the basis of the imposing authority’s fiscal year.
Apportionments. (a) The following shall be apportioned between Seller and Purchaser at the Closing as of 12:01 a.m. of the Closing Date:
(i) general real estate, personal property and ad valorem taxes and assessments for the Premises (other than same applicable to the RDA Land, which amounts shall be the responsibility of Seller, in its capacity as lessee, under the Triple Net Lease) on the basis of the fiscal years, respectively, for which same have been assessed. If any such taxes or assessments are payable in installments all installments due through the Closing together with the accrued but unpaid portion of any other installments not yet due as of the Closing shall be prorated based on the periods of time covered by such installments as set forth in Section 3(g) below;
(ii) water, sewer and front foot benefit charges, and charges for electricity, gas, telephone and other utilities, license and permit fees, in each case applicable to the Premises;
(iii) value of fuel used in connection with the Premises (to the extent not accounted for pursuant to clause (ii) above), at Seller's cost, including any taxes, on the basis of a reading performed within one (1) day prior to the Closing or as close thereto as reasonably practical by Seller's supplier;
(iv) rent (including base and additional rent) and other charges under the Leases;
(v) charges and payments under Contracts not terminated at Closing or renewals or replacements thereof permitted by this Agreement;
(vi) any prepaid items applicable to the Premises, including, without limitation, fees for licenses which are transferred to Purchaser at the Closing and annual permit and inspection fees;
(vii) all other income and expenses relating to the Premises; and
(viii) such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Premises and located in the vicinity of the Premises.
(b) If the Closing shall occur before a new real estate tax rate is fixed for the Land, the apportionment of taxes at the Closing shall be upon the basis of the old tax rate for the preceding fiscal year applied to the latest assessed valuation. Promptly after the new tax rate is fixed, the apportionment of taxes shall be recomputed and any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected and the proper party reimbursed, which obligations shall survive the Closing in accordance with Section 3(f)....
Apportionments. 6.1. The following are to be apportioned as of the Closing Date:
(i) Real property taxes and assessments (including, without limitation, any assessments relating to Permitted Exceptions, improvement district assessments or similar charges), personal property taxes, water and other utility charges and sewer taxes not otherwise payable directly to the taxing authority by any tenant under a Lease. Seller and Purchaser each agree to deliver to the other, as appropriate, the required portion of any funds received by Seller or Purchaser, as the case may be, in order to effectuate the foregoing. Anything in the foregoing or elsewhere in this Agreement to the contrary notwithstanding, it is understood and agreed that if the Closing shall take place prior to the date upon which Seller shall have paid the real property taxes and/or assessment for the calendar year in which the Initial Scheduled Closing Date (or, if applicable, the Seller Adjourned Closing Date) falls, then, in lieu of any other sums which, pursuant to any provision of this Agreement, might otherwise be payable (or credited) by Seller to Purchaser on account or in respect of the real property taxes and assessments allocable to the portion of calendar year - 4 - 2003 ending at 11:59PM on the calendar day immediately preceding the Closing Date, Seller shall (aa) pay (or credit) to Purchaser the amount of any and all estimated tax payments theretofore received by Seller from tenants of the Shopping Center, and (bb) pay (or credit) to Purchaser an amount equal to the product computed by multiplying (x) $54.79 per day (i.e., $20,000 DIVIDED BY 365 days), by (y) the number of calendar days which shall have elapsed between January 1, 2003 and the Closing Date, and (cc) assign to Purchaser any and all rights which Seller may have to recover other payments on account of such taxes and assessments from tenants of the Shopping Center. Seller and Purchaser acknowledge that a fee in the approximate amount of $23,000.00 is payable to the tax consultant (the "consultant") who secured a reduction in the Shopping Center's 2003 assessed valuation for real property taxes. Fifty percent (50%) of the consultant's fee (i.e., approximately $11,500.00) shall be paid by Seller prior to Closing, and Seller shall provide Purchaser with proof of such payment at or prior to Closing. Purchaser agrees that to the extent that Purchaser shall receive payment for same from the tenants of the Shopping Center, Purchaser shall reimburse...
Apportionments. All property related items of income and expense, including but not limited to the following, shall be apportioned between Seller and Buyer as of 11:59 p.m. on the day prior to the Closing Date (the “Pro Ration Date”) as follows:
Apportionments. The following charges, pro-rations and apportionments shall be made on a per diem basis between Purchaser and Seller at Closing as of 12:01 A.M. prevailing time in the City where the Property is located on the Closing Date on the basis of a 365-day year, with Purchaser deemed the owner of the Property on the entire Closing Date:
Apportionments. 5.1 The Council shall be responsible for all emoluments and outgoings in respect of the School Employees (including all wages, bonuses, commission, premiums, subscriptions, PAYE and national insurance contributions and pension contributions) which are attributable in whole or in part to the period up to but not including the Transfer Date, and will pay such liabilities in the ordinary course prior to the Transfer Date and hereby indemnifies the Company (both for itself and any Contractor) against all Losses incurred by the Company or any Contractor in respect of the same.
5.2 The Company shall be responsible for all emoluments and outgoings in respect of the Transferring Employees (including all wages, bonuses, commission, premiums, subscriptions, PAYE and national insurance contributions and pension contributions) which are attributable in whole or in part to the period from (and including) the Transfer Date, and will indemnify the Council against Losses in respect of the same.
Apportionments. (a) All real estate taxes (including special assessments attributable to the period prior to the Closing) and items of income and expense with respect to each Property shall be adjusted between Seller and Purchaser as of the Closing Date. All items of revenue, cost and expense of each Property with respect to the period prior to the Closing Date shall be for the account of each Seller. All items of revenue, cost and expense of each Property with respect to the period from and after the Closing Date shall be for the account of Tenant according to the terms of the Lease. The adjustments hereunder shall be calculated or paid in an amount based upon a fair and reasonable estimated accounting performed and agreed to by representatives of Seller, Purchaser and Tenant at the Closing. Subsequent final adjustments and payments shall be made in cash or other immediately available funds as soon as practicable after the Closing Date, and in any event within ninety (90) days after the Closing Date, based upon an accounting performed by the Manager and acceptable to Seller, Purchaser and Tenant. In the event the parties have not agreed with respect to the adjustments required to be made pursuant to this Section 11.1 within such 90 day period, upon application by Seller or Purchaser, a certified public accountant reasonably acceptable to the parties to such disputed adjustment shall determine any such adjustments which have not theretofore been agreed to between such parties. The charges of such accountant shall be borne equally by the Seller and Purchaser. All adjustments to be made as a result of the final results of the adjustments shall be paid to the party entitled to such adjustment within thirty (30) days after the final determination thereof.
Apportionments. The terms and provisions of this Section 2.7 shall apply with respect to each of the Real Properties set forth on Schedule 2.7 (each, a “Golf Course Property” and collectively, the “Golf Course Properties”).
(a) The prorations and apportionments (the “Apportionments”) hereunder for each Golf Course Property shall be jointly prepared by OpCo and REIT on or before the Effective Date on the basis of actual and estimated amounts as provided in Section 2.7(b) of this Agreement. In the event any Apportionments made under this Agreement shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same during the ninety (90) day period after the Effective Date. To the extent it shall be determined that a party was initially allocated any amount of the Apportionments in excess of the amount to which it is entitled hereunder, such party shall remit such excess amount to the other party within ten (10) days after such determination. The Apportionments, as adjusted, if applicable, during said ninety (90) day period shall be conclusive and binding on OpCo and REIT.
(b) The following shall be apportioned as of the close of business on the day immediately preceding the Effective Date:
(i) real property taxes, sewer taxes and rents, vault taxes and any other governmental taxes and charges levied or assessed against the applicable Golf Course Property or the use thereof, on the basis of the respective fiscal years for which each is assessed;
(ii) water rates and charges, unless the direct responsibility of any tenant of the applicable Golf Course Property;
(iii) annual license, permit and inspection fees, if any;
(iv) fuel (as estimated by OpCo’s supplier, at OpCo’s cost, together with sales tax) and steam, gas, electricity charges and all other utilities which are supplied to the applicable Golf Course Property (except to the extent the same are the direct responsibility of any tenant of the applicable Golf Course Property);
(v) rents and all other charges (including reimbursement payments) payable under any lease with a tenant of the applicable Golf Course Property as and when collected; provided, however, that if any rents under any leases shall be accrued and unpaid at the Effective Date, the rents collected by REIT on or after the Effective Date shall first be applied to all rents due and payable for the calendar month in which the Effective Date occurs; next to all rent due OpCo and payable for the month immediately ...
