APPORTIONMENTS AND ADJUSTMENTS TO PURCHASE PRICE. The following apportionments shall be made between the parties at the Closing as of the close of the business day prior to the Closing: (a) Buyer shall receive from Seller a credit for any rent and other income under Leases collected by Seller before Closing that applies to any period after Closing. Uncollected rent and other uncollected income shall not be prorated at Closing. After Closing, Buyer shall apply all rent and income collected by Buyer from a tenant, first to the month in which Closing occurred, then to such tenant's current monthly rental and then to arrearages in the reverse order in which they were due, remitting promptly to Seller, any balance properly allocable to Seller's period of ownership. Buyer shall xxxx and use commercially reasonable efforts to collect such rent arrearages in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any rent arrearages. Commencing ninety (90) days after the Closing, Seller shall have the right, in its own name, to demand payment of and to collect rent arrearages owed to Seller by any tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any tenant but shall expressly exclude the commencement of eviction proceedings. Buyer agrees to reasonably cooperate with Seller to collect such rents and to take all steps excluding the commencement of legal actions, whether before or after the Closing Date, as may be reasonably necessary to carry out the intention of the foregoing, including, without limitation, the delivery to Seller, upon demand, of any relevant books and records (including any rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any action reasonably necessary for the collection of such rents by Seller; (b) All security deposits (including pet deposits and interest, if any) shown on the Rent Roll shall be transferred by Seller to Buyer at Closing. At the Closing, Buyer shall in writing acknowledge receipt of and expressly assume all Seller's financial and custodial obligations with respect to such amounts, it being the intent and purpose of this provision that, at Closing, to the extent Buyer has received a credit therefor, Seller will be relieved of all fiduciary and custodial obligations, and that Buyer will assume all such obligations expressly set forth herein and be directly accountable to the residents of the Property with respect thereto; (c) There shall be no adjustment for wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed by Seller at the Property, it being the intent of the parties that simultaneously with the Closing Seller shall terminate any existing management agreement and Buyer shall have no liability or obligation with respect to any employee of Seller or its management company prior to Closing; (d) Electricity charges, water charges, sewer rents and vault charges, if any, and other utility charges on the basis of the fiscal period for which assessed. To the extent possible, as of Closing, Seller shall close each utility account, retain any utility deposit and arrange for a final utility reading; otherwise apportionment of utilities at the Closing shall be based on the last available reading, subject to adjustment after the Closing on a per diem basis, when the next reading is available; (e) All general real estate and personal property taxes and other ad valorem taxes and assessments; (f) Prepayments paid by Seller under Service Contracts and under any Terminable Service Contract, to the extent not terminated until after Closing, shall be paid to Seller at Closing; and (g) Such other items as are customarily apportioned between sellers and buyers of real properties of a type similar to the Property and located in the Garland, Texas area. 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 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. Any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at the Closing shall be promptly corrected, and payment made forthwith to the other party, as the case may be, which obligation shall survive the Closing. If any operating expenses or other prorations cannot conclusively be determined as of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus far and shall be re-adjusted within sixty (60) days, or such longer period as may be necessary, after the Closing occurs. The provisions of this Section 11 shall survive the Closing.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Krupp Realty LTD Partnership Vii), Purchase and Sale Agreement (Krupp Realty LTD Partnership Iv)
APPORTIONMENTS AND ADJUSTMENTS TO PURCHASE PRICE. The following apportionments shall be made between the parties at the Closing as of the close of the business day prior to the Closing:
(a) Buyer shall receive from Seller a credit for any rent and other income under Leases collected by Seller before Closing that applies to any period after Closing. Uncollected rent and other uncollected income shall not be prorated at Closing. After Closing, Buyer shall apply all rent and income collected by Buyer from a tenant, first to such tenant’s current monthly rental, then to the month in which Closing occurred, then to such tenant's current monthly rental and then to arrearages in the reverse order in which they were due, remitting promptly to Seller, any balance properly allocable to Seller's ’s period of ownership. Buyer shall xxxx and use commercially reasonable efforts to collect such rent arrearages in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any rent arrearages. Commencing ninety (90) days Any rent or other income received by Seller after the Closing, Seller shall have the right, in its own name, to demand payment of and to collect rent arrearages Closing which are owed to Seller by any tenant, which right Buyer shall include, without limitation, the right be remitted to continue or commence legal actions or proceedings against any tenant but shall expressly exclude the commencement of eviction proceedings. Buyer agrees to reasonably cooperate with Seller to collect such rents promptly after receipt for allocation and to take all steps excluding the commencement of legal actions, whether before or after the Closing Date, disbursement as may be reasonably necessary to carry out the intention of the foregoing, including, without limitation, the delivery to Seller, upon demand, of any relevant books and records (including any rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any action reasonably necessary for the collection of such rents by Sellerprovided herein;
(b) All refundable security deposits (including pet and other refundable deposits; it is the intent of the parties that all refundable security deposits and interest, if any) other refundable deposits shown on the Rent Roll shall be transferred by Seller to Buyer at Closing. At ; provided, however, all non-refundable tenant fees such as A/72401704.6
(c) cleaning fees, redecorating fees and pet fees shall be retained by Seller; on the Closing, Buyer shall in writing acknowledge receipt of and expressly assume all Seller's ’s financial and custodial obligations with respect to all such amountssecurity deposits, it being the intent and purpose of this provision that, at Closing, to the extent Buyer has received a credit therefor, Seller will be relieved of all fiduciary and custodial obligations, and that Buyer will assume all such obligations expressly set forth herein and be directly accountable to the residents of the Property with respect theretoto all such security deposits;
(cd) There there shall be no adjustment for wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed by Seller at the Property, ; it being the intent of the parties that simultaneously with the Closing Closing, Seller shall terminate any existing management agreement and Buyer shall have no liability or obligation with respect to any employee of Seller or its management company prior to Closing;
(de) Electricity chargesreal estate taxes, personal property taxes, water charges, charges and sewer rents and vault charges, if any, and other utility charges on the basis of the fiscal period for which assessed. To the extent possiblemost recent billing period, as of Closing, Seller shall close each utility account, retain any utility deposit and arrange for a final utility reading; otherwise apportionment of utilities at the Closing shall be based reflected on the last available reading, subject to adjustment after actual invoices/bills issued by the Closing on a per diem basis, when the next reading is available;
(e) All general real estate and personal property taxes and other ad valorem taxes and assessmentsappropriate taxing authority;
(f) Prepayments Seller shall receive a credit for utility deposits for any utility accounts which are transferred to Buyer;
(g) prepayments paid by Seller under assigned Service Contracts and under Contracts, provided there shall be no adjustment or proration for any Terminable Service Contractinitial inducement payments made to Seller by providers of telephone, cable television, internet or similar service providers;
(h) Buyer shall be responsible for all leasing or brokerage commissions for tenants who have executed a lease prior to the extent Closing Date but do not terminated move in until after Closingthe Closing Date;
(i) association fees and charges from the Valley Ranch Master Association (the “Association”). Upon written request by Buyer , Seller shall deliver to the Association and request that the Association execute an estoppel certificate (in a form to be paid provided to Seller at Closingby Buyer) confirming the amount of such fees and charges and that the same are not delinquent;
(j) the mortgage payment under the Existing Loan for the month during which the Closing occurs; and
(gk) Such other items as Seller shall receive a credit at the Closing for all escrow amounts or reserves deposited in connection with the Existing Loan, which are customarily apportioned between sellers and buyers to remain in effect after Closing for the benefit of real properties of a type similar to the Property and located in the Garland, Texas areaBuyer. If the Closing shall occur before a new tax rate or new assessed valuation is fixedfixed for the fiscal period in which Closing occurs, the apportionment of taxes at the Closing shall be upon the basis of the tax rate or assessed valuation for the preceding period applied to the latest assessed valuationperiod, as applicable. Promptly after the new tax rate or new assessed valuation is fixed, the apportionment of taxes shall be recomputed. Any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at the Closing shall be promptly corrected, and payment made forthwith to the other party, as the case may be, which obligation shall survive the Closing. If any operating expenses or other prorations cannot conclusively be determined as of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus far and shall be re-adjusted within sixty ninety (6090) days, or such longer period as may be necessary, days after the Closing occurs. The provisions of this Section 11 This obligation to re-adjust shall survive the Closing.. A/72401704.6 FAILURE TO PERFORM
Appears in 1 contract
Samples: Purchase and Sale Agreement (Berkshire Income Realty Inc)
APPORTIONMENTS AND ADJUSTMENTS TO PURCHASE PRICE. The following apportionments shall be made between the parties at the Closing as of the close of the business day prior to the Closing:
(a) Buyer shall receive from Seller a credit for any rent and other income under Leases collected by Seller before Closing that applies to any period after Closing. Uncollected rent and other uncollected income shall not be prorated at Closing. After Closing, Buyer shall apply all rent and income collected by Buyer from a tenant, first to the month in which Closing occurred, then to such tenant's ’s current monthly rental and then to arrearages in the reverse order in which they were due, remitting promptly to Seller, any balance properly allocable to Seller's ’s period of ownership. Buyer shall xxxx and use commercially reasonable efforts to collect such rent arrearages in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any rent arrearages. Commencing ninety (90) days Any rent or other income received by Seller after the Closing, Seller shall have the right, in its own name, to demand payment of and to collect rent arrearages Closing which are owed to Seller by any tenant, which right Buyer shall include, without limitation, the right be remitted to continue or commence legal actions or proceedings against any tenant but shall expressly exclude the commencement of eviction proceedings. Buyer agrees to reasonably cooperate with Seller to collect such rents promptly after receipt for allocation and to take all steps excluding the commencement of legal actions, whether before or after the Closing Date, disbursement as may be reasonably necessary to carry out the intention of the foregoing, including, without limitation, the delivery to Seller, upon demand, of any relevant books and records (including any rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any action reasonably necessary for the collection of such rents by Sellerprovided herein;
(b) All security deposits; it is the intent of the parties that all refundable security deposits (including pet deposits and interest, if any) shown on the Rent Roll shall be transferred by Seller to Buyer at Closing. At ; provided, however, all non-refundable tenant fees such as cleaning fees, redecorating fees and pet fees shall be retained by Seller; on the Closing, Buyer shall in writing acknowledge receipt of and expressly assume all Seller's ’s financial and custodial obligations with respect to all such amountssecurity deposits, it being the intent and purpose of this provision that, at Closing, to the extent Buyer has received a credit therefor, Seller will be relieved of all fiduciary and custodial obligations, and that Buyer will assume all such obligations expressly set forth herein and be directly accountable to the residents of the Property with respect theretoto all such security deposits; provided however, Seller shall indemnify and hold Buyer harmless from all liabilities relating to the security deposits transferred to Buyer for the period prior to the Closing;
(c) There there shall be no adjustment for wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed by Seller at the Property, ; it being the intent of the parties that simultaneously with the Closing Closing, Seller shall terminate any existing management agreement and Buyer shall have no liability or obligation with respect to any employee of Seller or its management company prior to Closing;
(d) Electricity chargesreal estate taxes and personal property taxes, water charges, and sewer rents and vault charges, if any, and other utility charges on the basis of the fiscal period for which assessed. To the extent possiblemost recent billing period, as of Closing, Seller shall close each utility account, retain any utility deposit and arrange for a final utility reading; otherwise apportionment of utilities at the Closing shall be based reflected on the last available reading, subject to adjustment after actual invoices/bills issued by the Closing on a per diem basis, when the next reading is availableappropriate taxing authority;
(e) All general real estate and personal property taxes and other ad valorem taxes and assessments;Seller shall receive a credit for utility deposits for any utility accounts which are transferred to Buyer; and
(f) Prepayments prepayments paid by Seller under assigned Service Contracts and under any Terminable Service ContractContracts, to the extent not terminated until after Closing, provided there shall be paid no adjustment or proration for any initial inducement payments made to Seller at Closing; and
(g) Such other items as are customarily apportioned between sellers and buyers by providers of real properties of a type telephone, cable television, internet or similar to the Property and located in the Garland, Texas areaservice providers. If the Closing shall occur before a new tax rate or new assessed valuation is fixedfixed for the fiscal period in which Closing occurs, the apportionment of taxes at the Closing shall be upon the basis of the tax rate or assessed valuation for the preceding period applied to the latest assessed valuationperiod, as applicable. Promptly after the new tax rate or new assessed valuation is fixed, the apportionment of taxes shall be recomputed. Any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at the Closing shall be promptly corrected, and payment made forthwith to the other party, as the case may be, which obligation shall survive the Closing. If any operating expenses or other prorations cannot conclusively be determined as of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus far and shall be re-adjusted within sixty (60) days, or such longer period as may be necessary, days after the Closing occurs. The provisions of this Section 11 shall survive the Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Berkshire Income Realty Inc)
APPORTIONMENTS AND ADJUSTMENTS TO PURCHASE PRICE. The following apportionments shall be made between the parties at the Closing as of the close of the business day prior to the Closing:
(a) Buyer shall receive from Seller a credit for any rent and other income under Leases collected by Seller before Closing that applies to any period after Closing. Uncollected rent and other uncollected income shall not be prorated at Closing. After Closing, Buyer shall apply all rent and income collected by Buyer from a tenant, first to any due but unpaid rentals accruing subsequent to the Closing Date, then to any rents past due for the calendar month in which Closing occurredoccurred (subject to adjustment), then to such tenant's current monthly rental and then to arrearages in any rents which were due and unpaid prior to the reverse order in which they were dueClosing Date, remitting promptly to Seller, any balance properly allocable to Seller's ’s period of ownership. Buyer shall xxxx bill and use commercially reasonable efforts to collect such rent arrearages in the ordinary course of businessbusxxxxs, but shall not be obligated to engage a collection agency or take legal action to collect any rent arrearages. Commencing ninety (90) days Any rent or other income received by Seller after the Closing, Seller shall have the right, in its own name, to demand payment of and to collect rent arrearages Closing which are owed to Seller by any tenant, which right Buyer shall include, without limitation, the right be remitted to continue or commence legal actions or proceedings against any tenant but shall expressly exclude the commencement of eviction proceedings. Buyer agrees to reasonably cooperate with Seller to collect such rents promptly after receipt for allocation and to take all steps excluding the commencement of legal actions, whether before or after the Closing Date, disbursement as may be reasonably necessary to carry out the intention of the foregoing, including, without limitation, the delivery to Seller, upon demand, of any relevant books and records (including any rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any action reasonably necessary for the collection of such rents by Sellerprovided herein;
(b) All refundable security deposits (including pet and other refundable deposits; it is the intent of the parties that all refundable security deposits and interest, if any) other refundable deposits shown on the Rent Roll shall be transferred by Seller to Buyer at Closing. At ; provided, however, all non-refundable tenant fees such as cleaning fees, redecorating fees and pet fees shall be retained by Seller; on the Closing, Buyer shall in writing acknowledge receipt of and expressly assume all Seller's ’s financial and custodial obligations with respect to all such amountssecurity deposits, it being the intent and purpose of this provision that, at Closing, to the extent Buyer has received a credit therefor, A/72617552.10
(c) Seller will be relieved of all fiduciary and custodial obligationsobligations from and after Closing, and that Buyer will assume all such obligations expressly set forth herein and be directly accountable to the residents of the Property with respect theretoto all such security deposits from and after Closing;
(cd) There there shall be no adjustment for wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed by Seller at the Property, ; it being the intent of the parties that simultaneously with the Closing Closing, Seller shall terminate any existing management agreement and Buyer shall have no liability or obligation with respect to any employee of Seller or its management company prior to Closing;
(de) Electricity chargesreal estate taxes, personal property taxes, water charges, charges and sewer rents and vault charges, if any, and other utility charges on the basis of the fiscal period for which assessed. To the extent possiblemost recent billing period, as of Closing, Seller shall close each utility account, retain any utility deposit and arrange for a final utility reading; otherwise apportionment of utilities at the Closing shall be based reflected on the last available reading, subject to adjustment after actual invoices/bills issued by the Closing on a per diem basis, when the next reading is available;
(e) All general real estate and personal property taxes and other ad valorem taxes and assessmentsappropriate taxing authority or utility provider;
(f) Prepayments Seller shall receive a credit for utility deposits for any utility accounts which are transferred to Buyer;
(g) prepayments paid by Seller under assigned Service Contracts and under Contracts, provided there shall be no adjustment or proration for any Terminable Service Contractinitial inducement payments made to Seller by providers of telephone, cable television, internet or similar service providers;
(h) Buyer shall be responsible for all leasing or brokerage commissions for tenants who have executed a lease prior to the extent Closing Date but do not terminated move in until after Closing, shall be paid the Closing Date;
(i) interest under the Existing Loan attributable to Seller at Closingthe month during which the Closing occurs; and
(gj) Such other items as are customarily apportioned between sellers and buyers of real properties of a type similar to the Property and located in the Garlandevent of an Assumption, Texas areaSeller shall receive a credit at the Closing for all escrow amounts or reserves deposited in connection with the Existing Loan which are to remain in effect after Closing for the benefit of Buyer. If the Closing shall occur before a new tax rate or new assessed valuation is fixedfixed for the fiscal period in which Closing occurs, the apportionment of taxes at the Closing shall be upon the basis of the tax rate or assessed valuation for the preceding period applied to the latest assessed valuationperiod, as applicable. Promptly after the new tax rate or new assessed valuation is fixed, the apportionment of taxes shall be recomputed. Any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at the Closing shall be promptly corrected, and payment made forthwith to the other party, as the case may be, which obligation shall survive the Closing. If any operating expenses or other prorations cannot conclusively be determined as of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus far far, or if any bills paid after Closing by Seller or Buyer relate to periods prior to and after the Closing Date, such items shall be re-adjusted within sixty one hundred eighty (60180) days, or such longer period as may be necessary, days after the Closing occurs. The provisions of this Section 11 shall survive the Closing.Closing Date for a period of one hundred eighty (180) days. A/72617552.10 SECTION 12
Appears in 1 contract
Samples: Purchase and Sale Agreement (Berkshire Income Realty Inc)
APPORTIONMENTS AND ADJUSTMENTS TO PURCHASE PRICE. 11.01 The following apportionments shall be made between the parties at the Closing as of the close of the business day prior to the Closing:
(a) Buyer shall receive from Seller a credit for any rent and other income under Leases collected by Seller before Closing that applies to any period after Closing. Uncollected rent and other uncollected income shall not be prorated at Closing. After Closing, Buyer shall apply all rent and income collected by Buyer from a tenant, first to such tenants current monthly rental, then to the month in which Closing occurred, then to such tenant's current monthly rental and then to arrearages in the reverse order in which they were due, remitting promptly to Seller, any balance properly allocable to Seller's ’s period of ownership. Buyer shall xxxx and use commercially reasonable efforts to collect such rent arrearages in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any rent arrearages. Commencing ninety (90) days Any rent or other income received by Seller after the Closing, Seller shall have the right, in its own name, to demand payment of and to collect rent arrearages Closing which are owed to Seller by any tenant, which right Buyer shall include, without limitation, the right be remitted to continue or commence legal actions or proceedings against any tenant but shall expressly exclude the commencement of eviction proceedings. Buyer agrees to reasonably cooperate with Seller to collect such rents promptly after receipt for allocation and to take all steps excluding the commencement of legal actions, whether before or after the Closing Date, disbursement as may be reasonably necessary to carry out the intention of the foregoing, including, without limitation, the delivery to Seller, upon demand, of any relevant books and records (including any rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any action reasonably necessary for the collection of such rents by Sellerprovided herein;
(b) All security deposits (including pet and any interest for which the Partnership is obligated to pay tenants; it is the intent of the parties that all refundable security deposits and interest, if any) shown on the Rent Roll shall be transferred by Seller to Buyer at Closing; provided, however, all non-refundable tenant fees such as cleaning fees, redecorating fees and pet fees shall be retained by Seller. At On the Closing, Buyer shall in writing acknowledge receipt of and expressly assume all Seller's ’s financial and custodial obligations with respect to all such amountssecurity deposits, it being the intent and purpose of this provision that, at Closing, to the extent Buyer has received a credit therefor, Seller will be relieved of all fiduciary and custodial obligations, and that Buyer will assume all such obligations expressly set forth herein and be directly accountable to the residents of the Property with respect theretoto all such security deposits; provided however, Seller shall indemnify and hold Buyer harmless from all liabilities relating to the security deposits transferred to Buyer for the period prior to the Closing;
(c) There there shall be no adjustment for wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed by Seller or the Partnership at the Property, ; it being the intent of the parties that simultaneously with the Closing Seller Closing, the Partnership shall terminate any existing management agreement and Buyer shall have no liability or obligation with respect to any employee of Seller or the Partnership or its management company prior to Closing;
(d) Electricity chargesreal estate taxes, personal property taxes, water charges, charges and sewer rents and vault charges, if any, and other utility charges on the basis of the fiscal period for which assessed. To the extent possiblemost recent billing period, as of Closing, Seller shall close each utility account, retain any utility deposit and arrange for a final utility reading; otherwise apportionment of utilities at the Closing shall be based reflected on the last available reading, subject to adjustment after actual invoices/bills issued by the Closing on a per diem basis, when the next reading is availableappropriate taxing authority;
(e) All general real estate and personal property taxes and other ad valorem taxes and assessments;Seller shall receive a credit for utility deposits for any utility accounts which are transferred to Buyer; and
(f) Prepayments prepayments paid by Seller under assigned Service Contracts and under any Terminable Service ContractContracts, to the extent not terminated until after Closing, provided there shall be paid no adjustment or proration for any initial inducement payments made to Seller at Closing; and
(g) Such other items as are customarily apportioned between sellers and buyers by providers of real properties of a type telephone, cable television, internet or similar to the Property and located in the Garland, Texas areaservice providers. If the Closing shall occur before a new tax rate or new assessed valuation is fixedfixed for the fiscal period in which Closing occurs, the apportionment of taxes at the Closing shall be upon the basis of the tax rate or assessed valuation for the preceding period applied to the latest assessed valuationperiod, as applicable. Promptly after the new tax rate or new assessed valuation is fixed, the apportionment of taxes shall be recomputed. Any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at the Closing shall be promptly corrected, and payment made forthwith to the other party, as the case may be, which obligation shall survive the Closing. If any operating expenses or other prorations cannot conclusively be determined as of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus far and shall be re-adjusted within sixty (60) days, or such longer period as may be necessary, days after the Closing occurs. The provisions of this Section 11 shall survive the Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Berkshire Income Realty Inc)
APPORTIONMENTS AND ADJUSTMENTS TO PURCHASE PRICE. The following apportionments shall be made between the parties at the Closing as of the close of the business day prior to the Closing:
(a) Buyer shall receive from Seller a credit for any rent and other income under Leases collected by Seller before Closing that applies to any period after Closing. Uncollected rent and other uncollected income shall not be prorated at Closing. After Closing, Buyer shall apply all rent and income collected by Buyer from a tenant, first to the month in which Closing occurred, then to such tenant's ’s current monthly rental and then to arrearages in the reverse order in which they were due, remitting promptly to Seller, any balance properly allocable to Seller's ’s period of ownership. Buyer shall xxxx and use commercially reasonable efforts to collect such rent arrearages in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any rent arrearages. Commencing ninety (90) days Any rent or other income received by Seller after the Closing, Seller shall have the right, in its own name, to demand payment of and to collect rent arrearages Closing which are owed to Seller by any tenant, which right Buyer shall include, without limitation, the right be remitted to continue or commence legal actions or proceedings against any tenant but shall expressly exclude the commencement of eviction proceedings. Buyer agrees to reasonably cooperate with Seller to collect such rents promptly after receipt for allocation and to take all steps excluding the commencement of legal actions, whether before or after the Closing Date, disbursement as may be reasonably necessary to carry out the intention of the foregoing, including, without limitation, the delivery to Seller, upon demand, of any relevant books and records (including any rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any action reasonably necessary for the collection of such rents by Sellerprovided herein;
(b) All security deposits; it is the intent of the parties that all refundable security deposits (including pet deposits and interest, if any) shown on the Rent Roll shall be transferred by Seller to Buyer at Closing. At ; provided, however, all non-refundable tenant fees such as cleaning fees, redecorating fees and pet fees shall be retained by Seller; on the Closing, Buyer shall in writing acknowledge receipt of and expressly assume all Seller's ’s financial and custodial obligations with respect to all such amountssecurity deposits, it being the intent and purpose of this provision that, at Closing, to the extent Buyer has received a credit therefor, Seller will be relieved of all fiduciary and custodial obligations, and that Buyer will assume all such obligations expressly set forth herein and be directly accountable to the residents of the Property with respect theretoto all such security deposits; provided however, Seller shall indemnify and hold Buyer harmless from all liabilities relating to the security deposits transferred to Buyer for the period prior to the Closing;
(c) There there shall be no adjustment for wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed by Seller at the Property, ; it being the intent of the parties that simultaneously with the Closing Closing, Seller shall terminate any existing management agreement and Buyer shall have no liability or obligation with respect to any employee of Seller or its management company prior to Closing;
(d) Electricity chargesreal estate taxes, personal property taxes, water charges, charges and sewer rents and vault charges, if any, and other utility charges on the basis of the fiscal period for which assessed. To the extent possiblemost recent billing period, as of Closing, Seller shall close each utility account, retain any utility deposit and arrange for a final utility reading; otherwise apportionment of utilities at the Closing shall be based reflected on the last available reading, subject to adjustment after actual invoices/bills issued by the Closing on a per diem basis, when the next reading is availableappropriate taxing authority;
(e) All general real estate and personal property taxes and other ad valorem taxes and assessments;Seller shall receive a credit for utility deposits for any utility accounts which are transferred to Buyer; and
(f) Prepayments prepayments paid by Seller Seller, and payments received by Seller, under assigned Service Contracts and under any Terminable Service Contract, to the extent not terminated until after Closing, shall be paid to Seller at Closing; and
(g) Such other items as are customarily apportioned between sellers and buyers of real properties of a type similar to the Property and located in the Garland, Texas areaContracts. If the Closing shall occur before a new tax rate or new assessed valuation is fixedfixed for the fiscal period in which Closing occurs, the apportionment of taxes at the Closing shall be upon the basis of the tax rate or assessed valuation for the preceding period applied to the latest assessed valuationperiod, as applicable. Promptly after the new tax rate or new assessed valuation is fixed, the apportionment of taxes shall be recomputed. Any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at the Closing shall be promptly corrected, and payment made forthwith to the other party, as the case may be, which obligation shall survive the Closing. If any operating expenses or other prorations cannot conclusively be determined as of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus far and shall be re-adjusted within sixty (60) days, or such longer period as may be necessary, days after the Closing occurs. The provisions of this Section 11 shall survive the Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Berkshire Income Realty Inc)
APPORTIONMENTS AND ADJUSTMENTS TO PURCHASE PRICE. Seller and Buyer shall cooperate to produce, prior to the applicable Closing Date, a schedule of prorations for each Real Property effective as of the applicable Closing Date as complete and accurate as reasonably possible. Notwithstanding any terms herein to the contrary, for purposes of calculating prorations, Buyer shall be deemed to be in title to the Property, and therefore entitled to the income and responsible for the expenses, for the entire applicable Closing Date and thereafter, and Seller shall be entitled to the income and responsible for the expenses for the period prior to the applicable Closing Date. The following apportionments shall be made between the parties at the each Closing as of the close of the business day prior to the applicable Closing:
(a) Buyer shall receive from Seller a credit for any rent and other income under Leases collected by Seller before Closing that applies to any period after Closing. Uncollected rent and other uncollected income shall not be prorated at Closing. After Closing, Buyer shall apply all rent and income collected by Buyer from a tenantany tenant under Leases, first to Seller for any portion of such tenant’s monthly rental that applies to the month in which Closing occurredof Closing, then to such Buyer for the remainder of tenant's current ’s monthly rental that applies to the month of Closing, and then last to arrearages in the reverse order in which they were duedue (i.e. for avoidance of doubt, arrearages first coming due after Closing shall be paid first), remitting promptly to Seller, Seller any balance properly allocable to Seller's ’s period of ownership. Buyer shall xxxx bxxx and use commercially reasonable efforts to collect such rent arrearages in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any rent arrearages. Commencing ninety (90) days after the Closing, Seller shall have the right, in its own name, be entitled to demand payment of and to collect rent arrearages owed to Seller by any tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any tenant but shall expressly exclude the commencement of eviction proceedings. Buyer agrees to reasonably cooperate with Seller to collect such pursue rents and to take all steps excluding the commencement of legal actions, whether before or after the Closing Date, as may be reasonably necessary to carry out the intention other income under Leases from prior tenants of the foregoing, including, without limitation, Property (i.e. to the delivery extent no longer in possession under Leases) properly payable to Seller, upon demandwhich pursuit may include, but shall not be limited to, filing a law suit against such tenant, so long as such lawsuit does not seek a termination of any relevant books and records (including any the Lease or eviction of the tenant; provided, however, in no event shall Seller be entitled to pursue rents from current tenants of the Property. Any rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, income received by Seller after Closing which are owed to Buyer shall be remitted to Buyer promptly after receipt for allocation and the undertaking of any action reasonably necessary for the collection of such rents by Sellerdisbursement as provided herein;
(b) All Refundable security deposits (including pet and other refundable deposits: it is the intent of the parties that all refundable security deposits and interest, if any) other refundable deposits made by current residents shown on the Rent Roll shall be transferred by Seller to Buyer at Closing. At On the ClosingClosing Date, Buyer shall in writing acknowledge receipt of and expressly assume all Seller's ’s financial and custodial obligations with respect to all such amountssecurity deposits, it being the intent and purpose of this provision that, at Closing, to the extent Buyer has received a credit therefor, Seller will be relieved of all fiduciary and custodial obligationsobligations with regard to current residents, and that Buyer will assume all such obligations expressly set forth herein and be directly accountable to the residents of the each Real Property with respect theretoto all such security deposits to the extent assigned;
(c) There shall be no adjustment for wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed by Seller at the Property, ; it being the intent of the parties that simultaneously with the Closing Closing, Seller shall terminate any existing management agreement and Buyer shall have no liability or obligation with respect to any employee of Seller or its management company prior to ClosingClosing (other than locator fees, leasing or brokerage commissions payable by Buyer pursuant to subparagraph (g) below);
(d) Electricity chargesReal estate taxes, water chargespersonal property taxes, sewer rents and vault chargesassessments, if any, and other utility charges on the basis of the fiscal period for which assessed. To most recent billing period, as reflected on the actual invoices/bills issued by the appropriate taxing authority;
(e) Water, sewer, electric, telephone and all other utility and fuel charges (to the extent possible, prorations will be handled by meter readings on (or as of Closing, Seller shall close each utility account, retain any utility deposit and arrange for a final utility reading; otherwise apportionment of utilities at near as possible to) the Closing shall be based on the last available readingDate, subject to adjustment after the Closing on a per diem basis, when the next reading is available;
(e) All general real estate ). Any current deposits with utility companies shall remain the property of Seller and personal property taxes and other ad valorem taxes and assessmentsshall not be assigned or credited at Closing;
(f) Prepayments Seller shall receive a credit for prepayments paid by Seller under assigned Service Contracts and under Buyer shall receive a credit for any Terminable Service Contractinitial lump sum rental or bonus payments made by tenants or suppliers prorated over the term of the applicable agreement for such occupancy or services for that portion thereof occurring on and after the Closing Date;
(g) Buyer shall be responsible for all locator fee, leasing or brokerage commissions for tenants who have executed a lease prior to the extent Closing Date but do not terminated move in and commence paying rent until after Closing, the Closing Date and Seller shall be paid responsible for all locator fee, leasing or brokerage commissions for tenants who have executed a lease prior to Seller at Closingthe Closing Date and who move in prior to the Closing Date;
(h) The cost of the Phase II As-Built Survey shall be shared equally by Buyer and Seller; and
(gi) Such All other items as are customarily apportioned between sellers income and buyers of real properties of a type similar expenses with respect to the Property and located in the Garland, Texas areaProperty. If the Closing shall occur before the applicable tax bxxx is available (or before a new tax rate or new assessed valuation is fixed) for the fiscal period in which Closing occurs, the apportionment of taxes at the Closing shall be upon the basis of the current tax rate for the preceding period applied to the latest and assessed valuation, as applicable. Promptly after the tax bxxx for the fiscal period in which Closing occurs is available (or the new tax rate or new assessed valuation is fixed), the apportionment of taxes shall be recomputed. Any discrepancy resulting from such recomputation shall be promptly corrected. The obligations set forth in this paragraph shall survive until ninety (90) days after the tax bxxx for such taxes which were prorated on the basis of an estimate are received by Buyer. If any operating expenses or other prorations (other than taxes and utility bxxx back pursuant to Section 11(e) above) cannot conclusively be determined as of the Closing Date, then the same shall be adjusted at Closing based upon the most recently issued invoices/bills as of the Closing Date and shall be re-adjusted within ninety (90) days after the Closing occurs. Any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at the Closing shall be promptly corrected, and payment made forthwith to the other party, as the case may be, which obligation . The obligations set forth in this paragraph shall survive the Closing. If any operating expenses or other prorations cannot conclusively be determined as Closing for a period of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus far and shall be re-adjusted within sixty ninety (6090) days, or such longer period as may be necessary, after the Closing occurs. The provisions of this Section 11 shall survive the Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Bluerock Residential Growth REIT, Inc.)
APPORTIONMENTS AND ADJUSTMENTS TO PURCHASE PRICE. The following apportionments shall be made between the parties at the Closing as of the close of the business day prior to the Closing:
(a) Buyer shall receive from Seller a credit for any rent and other income under Leases collected by Seller the Selling Entities before Closing that applies to any period after Closing. Uncollected rent and other uncollected income shall not be prorated at Closing. After Closing, Buyer shall apply all rent and income collected by Buyer from a tenant, first to the month in which Closing occurred, then to such tenant's current monthly rental and then to arrearages in the reverse order in which they were due, remitting promptly to Seller, any balance properly allocable to Seller's period of ownershipperiods prior to Closing. Buyer shall xxxx bill and use commercially reasonable efforts to collect such rent suxx xent arrearages in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any rent arrearages. Commencing ninety (90) days after After the Closing, the Seller shall continue to have the right, in its own name, to demand payment of and to collect rent arrearages owed to the Seller by any tenanttenant for periods prior to Closing, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any tenant but shall expressly exclude the commencement of eviction proceedingstenant. The Buyer agrees to reasonably cooperate with the Seller in connection with all efforts by the Seller to collect such rents and to take all steps excluding the commencement of legal actionssteps, whether before or after the Closing Date, as may be reasonably necessary to carry out the intention of the foregoing, including, without limitation, the delivery to the Seller, upon demand, of any relevant books and records (including any rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any action reasonably necessary for the collection of such rents by the Seller;
(b) All it is the intent of the parties that all security deposits (including pet deposits and interest, if any) shown on the Rent Roll shall be transferred by Seller to Buyer at Closing. At ; on the Closing, Buyer shall in writing acknowledge receipt of and expressly assume all Seller's financial and custodial obligations with respect to such amountsthereto, it being the intent and purpose of this provision that, at Closing, to the extent Buyer has received a credit therefor, Seller will be relieved of all fiduciary and custodial obligations, and that Buyer will assume all such obligations expressly set forth herein and be directly accountable to the residents of the Property with respect thereto;
(c) There there shall be no adjustment for wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed by Seller at the Property, ; it being the intent of the parties that simultaneously with the Closing Closing, Seller shall terminate any existing management agreement and Buyer shall have no liability or obligation with respect to any employee of Seller or its management company prior to Closing;
(d) Electricity electricity charges, water charges, sewer rents and vault charges, if any, and other utility charges on the basis of the fiscal period for which assessed. To ; to the extent possible, as of Closing, Seller shall close each utility account, retain any utility deposit and arrange for a final utility reading; otherwise apportionment of utilities at the Closing shall be based on the last available reading, subject to adjustment after the Closing on a per diem basis, when the next reading is available;
(e) All all general real estate and personal property taxes and other ad valorem taxes and assessments;; and
(f) Prepayments prepayments paid by Seller under Service Contracts and under any Terminable Service Contract, but only to the extent not terminated until after Closing, shall be paid to Seller at Closing; and
(g) Such other items as are customarily apportioned between sellers and buyers of real properties of a type similar to the Property and located in the Garland, Texas area. 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. Any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at the Closing shall be promptly corrected, and payment made forthwith to the other party, as the case may be, which obligation shall survive the Closing. If any operating expenses or other prorations cannot conclusively be determined as of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus far and shall be re-adjusted within sixty (60) days, or such longer period as may be necessary, after the Closing occurs. The provisions of this Section 11 shall survive the Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Krupp Realty LTD Partnership Iv)
APPORTIONMENTS AND ADJUSTMENTS TO PURCHASE PRICE. Seller and Buyer shall cooperate to produce, prior to the Closing Date, a schedule of prorations to be made on and after the Closing Date as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated shall be made at and as of Closing. All other prorations, and adjustments to initial estimated prorations, shall be made by Buyer and Seller with due diligence and cooperation within sixty (60) days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party due a net credit from such prorations from the other party. Notwithstanding any terms herein to the contrary, for purposes of calculating prorations, Buyer shall be deemed to be in title to the Property, and therefore entitled to the income and responsible for the expenses, for the entire day upon which the Closing occurs. The following apportionments shall be made between the parties patties at the Closing as of the close of the business day prior to the Closing:
(a) Buyer shall receive from Seller a credit for any rent and other income under Leases collected by Seller before Closing that applies to any period after Closing. Closing Uncollected rent and other uncollected income shall not be prorated at Closing. After Closing, Buyer shall apply all rent and income collected by Buyer from a tenant, first to the month in which Closing occurred, then to such tenant's ’s current monthly rental and then to arrearages in the reverse order in which they were due, remitting promptly to Seller, any balance properly allocable to Seller's ’s period of ownership. Buyer shall xxxx and use commercially reasonable efforts to collect such rent arrearages anrearages in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any rent arrearages. Commencing ninety (90) days Any rent or other income received by Seller after the Closing, Seller shall have the right, in its own name, to demand payment of and to collect rent arrearages Closing which are owed to Seller by any tenant, which right Buyer shall include, without limitation, the right be remitted to continue or commence legal actions or proceedings against any tenant but shall expressly exclude the commencement of eviction proceedings. Buyer agrees to reasonably cooperate with Seller to collect such rents promptly after receipt for allocation and to take all steps excluding the commencement of legal actions, whether before or after the Closing Date, disbursement as may be reasonably necessary to carry out the intention of the foregoing, including, without limitation, the delivery to Seller, upon demand, of any relevant books and records (including any rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any action reasonably necessary for the collection of such rents by Sellerprovided herein;
(b) All security deposits; it is tire intent of the parties that all security deposits (including pet deposits and interest, if any) shown on the Rent Roll shall be transferred by Seller to Buyer at Closing. At ; on the Closing, Buyer shall in writing acknowledge receipt of and expressly will assume all Seller's financial and custodial obligations with respect to such amounts, it being the intent and purpose of this provision that, at Closing, security deposits transferred to the extent Buyer has received a credit therefor, Seller will be relieved of all fiduciary and custodial obligations, and that Buyer will assume all such obligations expressly set forth herein and be directly accountable to the residents of the Property with respect thereto;
(c) There there shall be no adjustment for wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed by Seller at the Property, ; it being the intent of the parties that simultaneously with the Closing Closing, Seller shall terminate any existing management agreement and Buyer shall have no liability or obligation with respect to any employee of Seller or its management company prior to Closing provided thereafter, Buyer may, at Buyer’s option, reemploy all or any of said employees from and after the Closing;
(d) Electricity chargesreal estate and personal property taxes, water charges, sewer rents and vault charges, if any, and other utility charges on the basis of the fiscal period for which assessed. To , except that if there is a water meter on the extent possibleProperty, as of Closing, Seller shall close each utility account, retain any utility deposit and arrange for a final utility reading; otherwise apportionment of utilities at the Closing shall be based on the last available reading, subject to adjustment after the Closing on a per diem basis, when the next reading is available;
(e) All general real estate and personal property taxes and other ad valorem taxes and assessmentsSeller shall receive a credit for utility deposits for any utility accounts which are transferred to Buyer;
(f) Prepayments paid by Seller under Service Contracts and under any Terminable Service Contract, to the extent not terminated until after Closing, shall be or paid to Seller at Closingunder assigned Service Contracts; and
(g) Such other items In the event that any portion of the Purchase Price shall be allocated as are customarily apportioned between sellers and buyers or deemed to be consideration for the purchase of real properties the Personal Property, pursuant to application of law, or as a result of a type similar to requirement by any court, governmental agency or administrative department, then Buyer shall promptly pay all sales, use or other taxes or assessments charged in connection with the sale of the Personal Property hereunder, including all related interests, penalties and located in fines, whether assessed at or after Closing. Buyer’s obligations under the Garland, Texas areaforegoing sentence shall survive Closing. If the Closing shall occur before a new real property tax rate is fixed, the apportionment of real property 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 real property tax rate is fixed, the apportionment of real property taxes shall be recomputed. Any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at the Closing shall be promptly corrected, and payment made forthwith to the other party, as the case may be, which obligation shall survive the Closing. If any operating expenses or other prorations cannot conclusively be determined as of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus far and shall be re-adjusted the provisions of this Section 11 shall survive Closing within sixty (60) days, or such longer period as may be necessary, days after the Closing occursoccurs or as soon thereafter as practicable. The provisions of this Section 11 shall survive the Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Berkshire Income Realty Inc)
APPORTIONMENTS AND ADJUSTMENTS TO PURCHASE PRICE. Seller and Buyer shall cooperate to produce, prior to the Closing Date, a schedule of prorations to be made on and after the Closing Date as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated shall be made at and as of Closing. All other prorations, and adjustments to initial estimated prorations, shall be made by Buyer and Seller with due diligence and cooperation within sixty (60) days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party due a net credit from such prorations from the other party. Notwithstanding any terms herein to the contrary, for purposes of calculating prorations, Buyer shall be deemed to be in title to the Property, and therefore entitled to the income and responsible for the expenses, for the entire day upon which the Closing occurs. The following apportionments shall be made between the parties at the Closing as of the close of the business day prior to the Closing:
(a) Buyer shall receive from Seller a credit for any rent and other income under Leases collected by Seller before Closing that applies to any period after Closing. Uncollected rent and other uncollected income shall not be prorated at Closing. After Closing, Buyer shall apply all rent and income collected by Buyer from a tenant, first to the month in which Closing occurred, then to such tenant's ’s current monthly rental and then to arrearages in the reverse order in which they were due, remitting promptly to Seller, any balance properly allocable to Seller's ’s period of ownership. Buyer shall xxxx and use commercially reasonable efforts to collect such rent arrearages in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any rent arrearages. Commencing ninety (90) days Any rent or other income received by Seller after the Closing, Seller shall have the right, in its own name, to demand payment of and to collect rent arrearages Closing which are owed to Seller by any tenant, which right Buyer shall include, without limitation, the right be remitted to continue or commence legal actions or proceedings against any tenant but shall expressly exclude the commencement of eviction proceedings. Buyer agrees to reasonably cooperate with Seller to collect such rents promptly after receipt for allocation and to take all steps excluding the commencement of legal actions, whether before or after the Closing Date, disbursement as may be reasonably necessary to carry out the intention of the foregoing, including, without limitation, the delivery to Seller, upon demand, of any relevant books and records (including any rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any action reasonably necessary for the collection of such rents by Sellerprovided herein;
(b) All security deposits; it is the intent of the parties that all security deposits (including pet deposits and interest, if any) shown on the Rent Roll shall be transferred by Seller to Buyer at Closing. At ; on the Closing, Buyer shall in writing acknowledge receipt of and expressly will assume all Seller's financial and custodial obligations with respect to such amounts, it being the intent and purpose of this provision that, at Closing, security deposits transferred to the extent Buyer has received a credit therefor, Seller will be relieved of all fiduciary and custodial obligations, and that Buyer will assume all such obligations expressly set forth herein and be directly accountable to the residents of the Property with respect thereto; provided however, Seller shall indemnify and hold Buyer harmless from all liabilities relating to the security deposits transferred to Buyer for the period prior to the Closing;
(c) There there shall be no adjustment for wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed by Seller at the Property, ; it being the intent of the parties that simultaneously with the Closing Closing, Seller shall terminate any existing management agreement and Buyer shall have no liability or obligation with respect to any employee of Seller or its management company prior to Closing provided thereafter, Buyer may, at Buyer’s option, reemploy all or any of said employees from and after the Closing;
(d) Electricity chargesreal estate and personal property taxes, water charges, sewer rents and vault charges, if any, and other utility charges on the basis of the fiscal period for which assessed. To , except that if there is a water meter on the extent possibleProperty, as of Closing, Seller shall close each utility account, retain any utility deposit and arrange for a final utility reading; otherwise apportionment of utilities at the Closing shall be based on the last available reading, subject to adjustment after the Closing on a per diem basis, when the next reading is available;
(e) All general real estate and personal property taxes and other ad valorem taxes and assessmentsSeller shall receive a credit for utility deposits for any utility accounts which are transferred to Buyer;
(f) Prepayments prepayments paid by Seller under Service Contracts and under any Terminable Service Contract, to the extent not terminated until after Closing, shall be or paid to Seller at Closingunder assigned Service Contracts; and
(g) Such other items In the event that any portion of the Purchase Price shall be allocated as are customarily apportioned between sellers and buyers or deemed to be consideration for the purchase of real properties the Personal Property, pursuant to application of law, or as a result of a type similar to requirement by any court, governmental agency or administrative department, then Seller shall promptly pay all sales, use or other taxes or assessments charged in connection with the sale of the Personal Property hereunder, including all related interests, penalties and located in fines, whether assessed at or after Closing. Seller’s obligations under the Garland, Texas areaforegoing sentence shall survive Closing. If the Closing shall occur before a new real property tax rate is fixed, the apportionment of real property 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 real property tax rate is fixed, the apportionment of real property taxes shall be recomputed. Any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at the Closing shall be promptly corrected, and payment made forthwith to the other party, as the case may be, which obligation shall survive the Closing. If any operating expenses or other prorations cannot conclusively be determined as of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus far and shall be re-adjusted within sixty (60) days, or such longer period as may be necessary, days after the Closing occurs. The provisions of this Section 11 shall survive the Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Berkshire Income Realty Inc)
APPORTIONMENTS AND ADJUSTMENTS TO PURCHASE PRICE. Seller and Buyer shall cooperate to produce, prior to the Closing Date, a schedule of prorations to be made on and after the Closing Date as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated shall be made at and as of Closing. All other prorations, and adjustments to initial estimated prorations, shall be made by Buyer and Seller with due diligence and cooperation within sixty (60) days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party due a net credit from such prorations from the other party. Notwithstanding any terms herein to the contrary, for purposes of calculating prorations, Buyer shall be deemed to be in title to the Property, and therefore entitled to the income and responsible for the expenses, for the entire day upon which the Closing occurs. The following apportionments shall be made between the parties at the Closing as of the close of the business day prior to the Closing:
(a) Buyer shall receive from Seller a credit for any rent and other income under Leases collected by Seller before Closing that applies to any period after Closing. Uncollected rent and other uncollected income shall not be prorated at Closing. After Closing, Buyer shall apply all rent and income collected by Buyer from a tenant, first to the month in which Closing occurred, then to such tenant's ’s current monthly rental and then to arrearages in the reverse order in which they were due, remitting promptly to Seller, any balance properly allocable to Seller's ’s period of ownership. Buyer shall xxxx bxxx and use commercially reasonable efforts to collect such rent arrearages in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any rent arrearages. Commencing ninety Any rent or other income received by Seller after Closing which are owed to Buyer shall be remitted to Buyer promptly after receipt for allocation and disbursement as provided herein. Seller (90upon written notification to Buyer) days shall be entitled to sxx a tenant, before and/or after the Closing, for any delinquent rent (or other tenant charges) due to Seller shall have (and not previously paid to Seller) under a Lease, so long as such suit does not seek termination of the rightLease or an eviction of such tenant. Prior to Closing, with or without notice to Buyer, Seller may sxx any tenant for any delinquent rent and may terminate any Lease or evict any tenant for nonpayment of rent, in its own name, to demand payment of and to collect rent arrearages owed to Seller by any tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any tenant but shall expressly exclude the commencement of eviction proceedings. Buyer agrees to reasonably cooperate accordance with Seller to collect such rents and to take all steps excluding the commencement of legal actions, whether before or after the Closing Date, as may be reasonably necessary to carry out the intention of the foregoing, including, without limitation, the delivery to Seller, upon demand, of any relevant books and records (including any rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any action reasonably necessary for the collection of such rents by Seller;’s prior standard practices.
(b) All security deposits (including pet plus any interest thereon required to be paid under applicable state law; it is the intent of the parties that all security deposits and interest, if any) shown on the Rent Roll shall be transferred by Seller to Buyer at Closing. At ; on the Closing, Buyer shall in writing acknowledge receipt of and expressly will assume all Seller's financial and custodial obligations with respect to such amounts, it being the intent and purpose of this provision that, at Closing, security deposits transferred to the extent Buyer has received a credit therefor, Seller will be relieved of all fiduciary and custodial obligations, and that Buyer will assume all such obligations expressly set forth herein and be directly accountable to the residents of the Property with respect thereto; provided however, Seller shall indemnify and hold Buyer harmless from all liabilities relating to the security deposits transferred to Buyer for the period prior to the Closing;
(c) There Buyer shall receive from Seller a credit for (i) the amount of any management fees due and payable to Manager by Seller as of the Closing Date, pursuant to the Management Agreement; and (ii) the amount of any costs paid by Buyer in connection with Buyer’s management of the Property which are reimbursable by Seller pursuant to the Management Agreement;
(d) there shall be no adjustment for wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed by Seller at the Property, ; it being the intent of the parties that simultaneously with the Closing Closing, Seller shall terminate any existing management agreement and Buyer shall have no liability or obligation with respect to any employee of Seller or its management company prior to Closing provided thereafter, Buyer may, at Buyer’s option, reemploy all or any of said employees from and after the Closing;
(de) Electricity chargesreal estate and personal property taxes, water charges, sewer rents and vault charges, if any, and other utility charges on the basis of the fiscal period for which assessed. To , except that if there is a water meter on the extent possibleProperty, as of Closing, Seller shall close each utility account, retain any utility deposit and arrange for a final utility reading; otherwise apportionment of utilities at the Closing shall be based on the last available reading, subject to adjustment after the Closing on a per diem basis, when the next reading is available;
(ef) All general real estate and personal property taxes and other ad valorem taxes and assessmentsSeller shall receive a credit for utility deposits for any utility accounts which are transferred to Buyer;
(fg) Prepayments paid by Seller under Service Contracts and under any Terminable Service Contract, to the extent not terminated until At or after Closing, in addition to the Purchase Price and any other amounts payable hereunder, Buyer shall pay for the Garages (as defined below) in the amount of the Garage Value (as defined below). The Garages shall be those garages constructed by Seller (at its option) prior to Closing, or within eighteen (18) months thereafter, as approved by the City of Hampton, Virginia and in accordance with plans and specifications reasonably satisfactory to Buyer. “Garage Value” shall be equal to Garage Net Operating Income (as defined below) multiplied by 13.79 (which is equal to a 7.25% capitalization rate). The “Garage Net Operating Income” shall be equal to gross income from garage leases, less vacancy, expenses and reserves directly attributable to the garages, as reasonably determined by Buyer. The Garage Value shall be calculated after (i) construction of the Garages is complete, as evidenced by a certificate or certificates of occupancy for each of the Garages issued by the City of Hampton Virginia, and (ii) Buyer and Seller have reached a stabilized leasing level for the parking spaces located in the Garages (the “Parking Spaces”).
(h) prepayments paid by or paid to Seller at Closingunder assigned Service Contracts; and
(gi) Such other items In the event that any portion of the Purchase Price shall be allocated as are customarily apportioned between sellers and buyers or deemed to be consideration for the purchase of real properties the Personal Property, pursuant to application of law, or as a result of a type similar to requirement by any court, governmental agency or administrative department, then Seller shall promptly pay all sales, use or other taxes or assessments charged in connection with the sale of the Personal Property hereunder, including all related interests, penalties and located in fines, whether assessed at or after Closing. Seller’s obligations under the Garland, Texas areaforegoing sentence shall survive Closing. If the Closing shall occur before a new real property tax rate is fixed, the apportionment of real property 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 real property tax rate is fixed, the apportionment of real property taxes shall be recomputed. Any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at the Closing shall be promptly corrected, and payment made forthwith to the other party, as the case may be, which obligation shall survive the Closing. If any operating expenses or other prorations cannot conclusively be determined as of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus far and shall be re-adjusted within sixty (60) days, or such longer period as may be necessary, days after the Closing occurs. The provisions of this Section 11 shall survive the Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Berkshire Income Realty Inc)
APPORTIONMENTS AND ADJUSTMENTS TO PURCHASE PRICE. The following apportionments shall be made between the parties at the Closing as of the close of the business day prior to the Closing:
(a) Buyer shall receive from Seller a credit for any rent and other income under Leases collected by Seller before Closing that applies to any period after Closing. Uncollected rent and other uncollected income shall not be prorated at Closing. After Closing, Buyer shall apply all rent and income collected by Buyer from a tenant, first to the month in which Closing occurred, then to such tenant's ’s current monthly rental and then to arrearages in the reverse order in which they were due, remitting promptly to Seller, any balance properly allocable to Seller's ’s period of ownership. Buyer shall xxxx and use commercially reasonable efforts to collect such rent arrearages in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any rent arrearages. Commencing ninety (90) days Any rent or other income received by Seller after the Closing, Seller shall have the right, in its own name, to demand payment of and to collect rent arrearages Closing which are owed to Seller by any tenant, which right Buyer shall include, without limitation, the right be remitted to continue or commence legal actions or proceedings against any tenant but shall expressly exclude the commencement of eviction proceedings. Buyer agrees to reasonably cooperate with Seller to collect such rents promptly after receipt for allocation and to take all steps excluding the commencement of legal actions, whether before or after the Closing Date, disbursement as may be reasonably necessary to carry out the intention of the foregoing, including, without limitation, the delivery to Seller, upon demand, of any relevant books and records (including any rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any action reasonably necessary for the collection of such rents by Sellerprovided herein;
(b) All security deposits; it is the intent of the parties that all refundable security deposits (including pet deposits and interest, if any) shown on the Rent Roll shall be transferred by Seller to Buyer at Closing. At ; provided, however, all non-refundable tenant fees such as cleaning fees, redecorating fees and pet fees shall be retained by Seller; on the Closing, Buyer shall in writing acknowledge receipt of and expressly assume all Seller's ’s financial and custodial obligations with respect to all such amountssecurity deposits, it being the intent and purpose of this provision that, at Closing, to the extent Buyer has received a credit therefor, Seller will be relieved of all fiduciary and custodial obligations, and that Buyer will assume all such obligations expressly set forth herein and be directly accountable to the residents of the Property with respect theretoto all such security deposits; provided however, Seller shall indemnify and hold Buyer harmless from all liabilities relating to the security deposits transferred to Buyer for the period prior to the Closing;
(c) There there shall be no adjustment for wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed by Seller at the Property, ; it being the intent of the parties that simultaneously with the Closing Closing, Seller shall terminate any existing management agreement and Buyer shall have no liability or obligation with respect to any employee of Seller or its management company prior to Closing;
(d) Electricity chargesreal estate taxes, personal property taxes, water charges, charges and sewer rents and vault charges, if any, and other utility charges on the basis of the fiscal period for which assessed. To the extent possiblemost recent billing period, as of Closing, Seller shall close each utility account, retain any utility deposit and arrange for a final utility reading; otherwise apportionment of utilities at the Closing shall be based reflected on the last available reading, subject to adjustment after actual invoices/bills issued by the Closing on a per diem basis, when the next reading is availableappropriate taxing authority;
(e) All general real estate and personal property taxes and other ad valorem taxes and assessmentsSeller shall receive a credit for utility deposits for any utility accounts which are transferred to Buyer;
(f) Prepayments prepayments paid by Seller under assigned Service Contracts and under any Terminable Service ContractContracts, to the extent not terminated until after Closing, provided there shall be paid no adjustment or proration for any initial inducement payments made to Seller at Closingby providers of telephone, cable television, internet or similar service providers; and
(g) Such other items as are customarily apportioned between sellers and buyers of real properties of a type similar to assessments (for governmental improvements) affecting the Property confirmed as of the Closing Date hereof, shall be paid in installments, with Seller responsible for any installments due prior to Closing, Buyer responsible for any installments due after Closing and located any installment due in the Garland, Texas areamonth of Closing being prorated between Buyer and Seller. All other assessments (for governmental improvements) shall be the responsibility of Buyer. If the Closing shall occur before a new tax rate or new assessed valuation is fixedfixed for the fiscal period in which Closing occurs, the apportionment of taxes at the Closing shall be upon the basis of the tax rate or assessed valuation for the preceding period applied to the latest assessed valuationperiod, as applicable. Promptly after the new tax rate or new assessed valuation is fixed, the apportionment of taxes shall be recomputed. Any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at the Closing shall be promptly corrected, and payment made forthwith to the other party, as the case may be, which obligation shall survive the Closing. If any operating expenses or other prorations cannot conclusively be determined as of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus far and shall be re-adjusted within sixty (60) days, or such longer period as may be necessary, days after the Closing occurs. The provisions of this Section 11 shall survive the Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Berkshire Income Realty Inc)
APPORTIONMENTS AND ADJUSTMENTS TO PURCHASE PRICE. The following apportionments shall be made between the parties at the Closing as of the close of the business day prior to the Closing:
(a) Buyer shall receive from Seller a credit for any rent and other income under Leases collected by Seller before Closing that applies to any period after Closing. Uncollected rent and other uncollected income shall not be prorated at Closing. After Closing, Buyer shall apply all rent and income collected by Buyer from a tenant, first to the month in which Closing occurred, then to such tenant's current monthly rental and then to arrearages in the reverse order in which they were due, remitting promptly to Seller, any balance properly allocable to Seller's period of ownership. Buyer shall xxxx bill and use commercially reasonable efforts to collect such rent arrearages in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any rent arrearages. Commencing ninety (90) days after After the Closing, the Seller shall continue to have the right, in its own name, to demand payment of and to collect rent arrearages owed to the Seller by any tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any tenant but shall expressly exclude the commencement of eviction proceedingstenant. The Buyer agrees to reasonably cooperate with the Seller in connection with all efforts by the Seller to collect such rents and to take all steps excluding the commencement of legal actionssteps, whether before or after the Closing Date, as may be reasonably necessary to carry out the intention of the foregoing, including, without limitation, the delivery to the Seller, upon demand, of any relevant books and records (including any rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any action reasonably necessary for the collection of such rents by the Seller;
(b) All it is the intent of the parties that all security deposits (including pet deposits and interest, if any) shown on the Rent Roll shall be transferred by Seller to Buyer at Closing. At ; on the Closing, Buyer shall in writing acknowledge receipt of and expressly assume all Seller's financial and custodial obligations with respect to such amountsthereto, it being the intent and purpose of this provision that, at Closing, to the extent Buyer has received a credit therefor, Seller will be relieved of all fiduciary and custodial obligations, and that Buyer will assume all such obligations expressly set forth herein and be directly accountable to the residents of the Property with respect thereto;
(c) There there shall be no adjustment for wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed by Seller at the Property, ; it being the intent of the parties that simultaneously with the Closing Closing, Seller shall terminate any existing management agreement and Buyer shall have no liability or obligation with respect to any employee of Seller or its management company prior to Closing;
(d) Electricity electricity charges, water charges, sewer rents and vault charges, if any, and other utility charges on the basis of the fiscal period for which assessed. To ; to the extent possible, as of Closing, Seller shall close each utility account, retain any utility deposit and arrange for a final utility reading; otherwise apportionment of utilities at the Closing shall be based on the last available reading, subject to adjustment after the Closing on a per diem basis, when the next reading is available;
(e) All all general real estate and personal property taxes and other ad valorem taxes and assessments;; and
(f) Prepayments prepayments paid by Seller under Service Contracts and under any Terminable Service Contract, but only to the extent not terminated until after Closing, shall be paid to Seller at Closing; and
(g) Such other items as are customarily apportioned between sellers and buyers of real properties of a type similar to the Property and located in the Garland, Texas area. 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. Any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at the Closing shall be promptly corrected, and payment made forthwith to the other party, as the case may be, which obligation shall survive the Closing. If any operating expenses or other prorations cannot conclusively be determined as of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus far and shall be re-adjusted within sixty (60) days, or such longer period as may be necessary, after the Closing occurs. The provisions of this Section 11 shall survive the Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Krupp Realty LTD Partnership Vii)
APPORTIONMENTS AND ADJUSTMENTS TO PURCHASE PRICE. 12.01 Seller and Buyer shall cooperate to produce, prior to the Closing Date, a schedule of prorations to be made on and after the Closing Date as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated shall be made at and as of Closing. All other prorations, and adjustments to initial estimated prorations, shall be made by Buyer and Seller with due diligence and cooperation within sixty (60) days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party due a net credit from such prorations from the other party. Notwithstanding any terms herein to the contrary, for purposes of calculating prorations, Buyer shall be deemed to be in title to the Property, and therefore entitled to the income and responsible for the expenses, for the entire day upon which the Closing occurs.
12.02 The following apportionments shall be made between the parties at the Closing as of the close of the business day prior to the Closing:
(a) Buyer shall receive from Seller a credit for any rent and other income under Leases collected by Seller before Closing that applies to any period after Closing. Uncollected rent and other uncollected income shall not be prorated at Closing. After Closing, Buyer shall apply all rent and income collected by Buyer from a tenant, first to the month in which Closing occurred, then to such tenant's current monthly rental and then to arrearages in the reverse order in which they were due, remitting promptly to Seller, any balance properly allocable to Seller's period of ownership. Buyer shall xxxx and use commercially reasonable efforts to collect such rent arrearages in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any rent arrearages. Commencing ninety (90) days Any rent or other income received by Seller after the Closing, Seller shall have the right, in its own name, to demand payment of and to collect rent arrearages Closing which are owed to Seller by any tenant, which right Buyer shall include, without limitation, the right be remitted to continue or commence legal actions or proceedings against any tenant but shall expressly exclude the commencement of eviction proceedings. Buyer agrees to reasonably cooperate with Seller to collect such rents promptly after receipt for allocation and to take all steps excluding the commencement of legal actions, whether before or after the Closing Date, disbursement as may be reasonably necessary to carry out the intention of the foregoing, including, without limitation, the delivery to Seller, upon demand, of any relevant books and records (including any rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any action reasonably necessary for the collection of such rents by Sellerprovided herein;
(b) All security deposits (including pet together with any and all interest required to be accrued thereon pursuant to applicable law or the applicable lease); it is the intent of the parties that all refundable security deposits and interest, if any) shown on the Rent Roll shall be transferred retained by Seller to Buyer Partnership at Closing. At ; and the Closing, Buyer Partnership shall in writing acknowledge receipt of and expressly assume all Seller's financial and custodial obligations with respect continue to such amounts, it being the intent and purpose of this provision that, at Closing, to the extent Buyer has received a credit therefor, Seller will be relieved of all fiduciary and custodial obligations, and that Buyer will assume all such obligations expressly set forth herein and be directly accountable to the residents of the Property with respect theretoto all such security deposits; provided however, the General Partner shall indemnify and hold Buyer harmless from all liabilities arising during the period prior to the Closing and relating to the security deposits transferred to Buyer;
(c) There there shall be no adjustment for wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed by Seller Partnership at the Property, ; it being the intent of the parties that simultaneously with the Closing Seller Closing, Partnership shall terminate any existing management agreement and Buyer shall have no liability or obligation with respect to any employee of Seller the Partnership or its management company prior to Closing provided thereafter, the Partnership or Buyer may, at Buyer's option, reemploy all or any of said employees from and after the Closing;
(d) Electricity chargesreal estate taxes, intangible property taxes, water charges, charges and sewer rents and vault charges, if any, and other utility charges on the basis of the fiscal period for which assessed. To the extent possiblemost recent billing period, as of Closingreflected on the actual invoices/bills issued by the appropriate taxing authority except that if there is a water meter on the Property, Seller shall close each utility account, retain any utility deposit and arrange for a final utility reading; otherwise apportionment of utilities at the Closing shall be based on the last available reading, subject to adjustment after the Closing on a per diem basis, when the next reading is available;
(e) All general real estate and personal property taxes and other ad valorem taxes and assessmentsSeller shall receive a credit for utility deposits for any utility accounts which are retained by Partnership;
(f) Prepayments prepayments paid by Partnership, and payments received by Partnership, under assigned Service Contracts;
(g) Seller shall receive a credit in the amount of any escrowed funds held by the Lender under Service Contracts and under any Terminable Service Contractthe Existing Loan which, to the extent not terminated until after Closing, shall continue to be paid held by Lender for the benefit of Buyer and are not required to Seller at Closingbe used by Lender to cure any defaults under the Existing Loan; and
(gh) Such other items as are customarily apportioned between sellers and buyers of real properties of Buyer shall receive a type similar to the Property and located credit in the Garlandamount of (A) the lease payments due under that certain Master Lease Agreement dated as of April 10, Texas area. If 2008 by and between Commerce Commercial Leasing LLC and the Partnership (the “Equipment Lease”) for the period from the Closing shall occur before Date through April 1, 2009 (estimated to be $73,272.87 assuming a new tax rate is fixedclosing date of September 10, 2008 based on the apportionment current lease payments of taxes at $8,141.43 per month), plus (B) $176,757.93, which represents the Closing shall be upon the basis early buyout termination value on April 1, 2009 pursuant to Rider 2 of the 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. Any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at the Closing shall be promptly corrected, and payment made forthwith to the other party, as the case may be, which obligation shall survive the Closing. Equipment Lease.
12.03 If any operating expenses or other prorations cannot conclusively be determined as of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus far and shall be re-adjusted within sixty one hundred eighty (60180) days, or such longer period as may be necessary, days after the Closing occurs. The provisions of this Section 11 shall survive the Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Berkshire Income Realty Inc)
