APPORTIONMENTS AND ADJUSTMENTS. 4.01 The following apportionments shall be made between the parties at the Closing as of midnight of the day preceding the Closing Date (the “Apportionment Time”):
(a) Collected rents and additional rents (subject to the provisions of Section 4.03);
(i) All real estate taxes and any general or special assessments imposed upon the Property, (ii) any fee, tax or charge imposed by any governmental authority for any vaults, vault space or other space within or outside the boundaries of the Property, and (iii) any taxes or assessments levied in whole or in part for public benefits to the Property, including any business improvement district taxes (or similar taxes) affecting the Property), if any, on the basis of the fiscal period for which assessed. 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 the latest assessed valuation. Promptly after the new tax rate is fixed, the apportionment of taxes shall be recomputed in accordance with Section 4.06;
(c) Payments due or payable under any Service Agreements assigned to Buyer pursuant to this Agreement;
(d) Tax and utility company deposits, if any;
(e) Fees for any assignable permits or licenses;
(f) New York State Division of Housing and Community Renewal, Realty Advisory Board or Rent Stabilization Association dues and any registration or filing fees with any other governmental authority engaged in rent or housing regulation; and
(g) All other adjustments as are usual in a real estate closing in accordance with the customs and practice for comparable closings of comparable buildings in New York, New York, except if specifically set forth to the contrary.
4.02 At Closing, Seller shall pay to Buyer (or credit against the Purchase Price) the amount of any security deposits held by Seller (and interest thereon (less any portion to which Seller is entitled as an administrative fee for the period prior to Closing) if the relevant lease provides that interest accrues to the tenant). Buyer shall indemnify and hold Seller free and harmless from any claims by tenants or others with regard to such deposits (and interest, if any) actually delivered or credited to Buyer, which obligation shall survive the Closing Date and delivery of the Deed. Seller shall indemnify and hold Buyer free and harmless from any claims by tenants pursuant to their leases with regard to the period prior to the Closing,...
APPORTIONMENTS AND ADJUSTMENTS. 7.1 The parties acknowledge and agree that (i) Seller is responsible for the payment of all costs and expenses relative to the Property with respect to the period prior to the Effective Date, including the items listed below and (ii) irrespective as to whether Seller has, prior to the Effective Date, paid any of the items listed below with respect to the period from and after the Closing, the parties shall not prorate same at Closing as Seller is obligated, under the Lease, to pay all such expenses during the term of the Lease:
(a) Real estate taxes and special assessments relating to the Property.
(b) All operating expenses relating to the Property.
(c) Amounts payable under the Service Contracts and Retained Contracts (as hereinafter defined).
(d) Amounts payable with respect to the Property under that certain Declaration of Covenants and Cross Access and Easement Agreement dated as of July 23, 2008 and recorded in the Middlesex South County Registry of Deeds in Book 51481, Page 562, as amended by that certain First Amendment of Declaration of Covenants and Cross Access and Easement Agreement dated as of November 19, 2008 and recorded with said Registry in Book 51908, Page 397, that certain Second Amendment of Declaration of Covenants and Cross Access and Easement Agreement dated as of June 30, 2011 and recorded with said Registry in Book 57096, Page 215, and that certain Third Amendment of Declaration of Covenants and Cross Access and Easement Agreement dated as of September 24, 2012 and recorded with said Registry in Book 60146, Page 460 (as so amended, the “Easement Agreement”).
(e) All utilities, including, without limitation, telephone, steam, electricity and gas, relating to the Property.
APPORTIONMENTS AND ADJUSTMENTS. There shall be no apportionment whatsoever of any matters in respect of the Sale Premises. Tenant shall pay all of Landlord's Taxes, water and sewer use charges, utilities and any other cost, expense and charge whatsoever relating to the Sale Premises first accruing on or after the Commencement Date. Tenant and Landlord shall pay their respective share of transfer taxes.
APPORTIONMENTS AND ADJUSTMENTS. The following items are to be apportioned to and adjusted between CITY and the BUYER as of the close of business on the Closing Date and are to be assumed and paid thereafter by the BUYER:
(a) all utilities, if any;
(b) all real estate taxes, general or special, and all other public or governmental charges or assessments against the Property, which are or may be payable on an annual basis (including charges, assessments, liens or encumbrances for sewer, water, drainage or other public improvements completed or commenced on or prior to the date hereof or subsequent thereto), whether assessments have been levied or not as of the Closing Date. Ad valorem taxes shall be prorated and paid in accordance with 68 Okla. Stat. § 2940 at Closing.
APPORTIONMENTS AND ADJUSTMENTS. The Seller shall pay reasonable settlement costs including but not limited to: all State and County Transfer Taxes. The Buyer will pay reasonable settlement costs, recordation taxes and/or revenue stamps; and cost of recording Deed and Mortgage. All real estate taxes, general or special, shall be adjusted as of the date of Settlement. All encumbrances for liens, water and sewer charges, completed or commenced on or prior to the date hereof, or subsequent thereto, whether assessments have been levied or not as of the date of Settlement are to be paid in full or released by Seller. All prepayments made or payments due under any continuing service contracts affecting the Property, including water, sewer, electric, gas and utility bills, parking, garbage removal, and maintenance agreements shall be adjusted and apportioned as of the settlement and thereafter assumed by the Buyer. All other charges and fees customarily prorated and adjusted in similar transactions shall be prorated at Settlement and thereafter assumed by the Buyer. In the event that accurate prorations and other adjustments cannot be made at Settlement because current bills or statements are not obtainable, the parties shall prorate on the best available information, subject to adjustment upon receipt of the final xxxx or statement.
APPORTIONMENTS AND ADJUSTMENTS. 8.1 Seller shall be responsible for and pay all accrued expenses with respect to the Project accruing up to 11:59 P.M. on the day prior to the Closing Date (the "Adjustment Date") and shall be entitled to receive and retain all revenue from the Project accruing up to the Adjustment Date.
8.2 On the Closing Date, the following adjustments and apportionments shall be made in cash as of the Adjustment Date:
(i) Rents and additional rents for the month in which the Closing Date occurs (the "Closing Month"). If past due rents or other sums are owing by tenants for any period prior to the Closing Month (the "Rent Arrearages"), then promptly after the Closing Date Purchaser shall bxxx all tenants for such sums and shall use its reasonable efforts to collect all Rent Arrearages. Rents collected after Closing shall be applied first to current rents due and then to Rent Arrearages. In determining the amounts required to be paid to Seller pursuant to the immediately preceding sentence, Purchaser shall not be permitted to accept any rentals or other amounts from tenants in advance of the due dates therefor. If, as and when the Purchaser collects payments from a tenant on account of Rent Arrearages, Purchaser shall hold such funds as trustee for Seller and shall pay an amount equal to the Rent
APPORTIONMENTS AND ADJUSTMENTS. In addition to any other adjustments or prorations provided for in this Agreement, which are incorporated at this place, the following adjustments shall be made for each of the costs, expenses and charges listed below, and the net aggregate amount of such adjustments shall be credited to the account of Seller or Purchaser upon the Purchase Price, as the case may be:
3.3.1 Seller shall receive a credit for the prorated portion, adjusted on a per diem basis, of any advance payments under any Contracts which Purchaser elects to continue.
3.3.2 Seller shall pay and discharge, or credit on the Purchase Price, any real estate transfer taxes or charges and any stamp or documentary taxes or other transfer fees or taxes arising out of this transaction, and shall forever indemnify and hold Purchaser free and harmless therefrom.
APPORTIONMENTS AND ADJUSTMENTS. The various items described in Section 16.2 below shall be apportioned, paid, debited and credited in the manner indicated, and the net Closing Funds due Seller calculated accordingly (the "Closing Apportionments and Adjustments" or "Apportionments and Adjustments"). The Closing Settlement Statement shall reflect such Apportionments and Adjustments.
APPORTIONMENTS AND ADJUSTMENTS. In addition to any other adjustments or prorations provided for in this Agreement, which are incorporated at this place, the following adjustments shall be made for each of the costs, expenses and charges listed below, and the net aggregate amount of such adjustments shall be credited to the account of Seller or Purchaser upon the Purchase Price, as the case may be:
3.3.1 Seller shall receive a credit for the prorated portion, adjusted on a per diem basis, of any advance payments under any Contracts which Purchaser elects to continue.
3.3.2 Seller shall pay and discharge, or credit on the Purchase Price, any sales tax, rental receipts tax, real estate transfer taxes or charges and any stamp or documentary taxes or other transfer fees or taxes arising out of this transaction, and shall forever indemnify and hold Purchaser free and harmless therefrom, except that, per local custom and practice, Purchaser shall pay one-half of the City of San Xxxx transfer tax, in an amount not to exceed Fifteen Thousand Dollars ($15,000).
APPORTIONMENTS AND ADJUSTMENTS. 7 ARTICLE 9 REMEDIES..............................................8
