Certain Items Prorated. The following shall be prorated between the parties, as of 11:59 p.m. of the day prior to the Closing so that Seller shall receive credit from Purchaser for eighty percent (80%) of all expenditures made pertaining to the Real Property or Facilities for periods on or after Closing, Purchaser shall receive credit from Seller for eighty percent (80%) of all income received by Seller attributable to periods on or after Closing, Seller shall receive one hundred percent of the income attributable to periods prior to Closing and shall pay one hundred percent of the expenses attributable to periods prior to Closing, all with respect to: all income and expenses with respect to the Property and payable to or by the owner of the Property, including, without limitation: (i) all real property taxes and assessments on the basis of the fiscal period for which assessed (if the Closing shall occur before the tax rate is fixed, the apportionment of taxes shall be based on the tax rate for the preceding period applied to the latest assessed valuation and after the Closing, when the actual real property taxes are finally fixed, Seller and Purchaser shall make a recalculation of such proration, and the appropriate party shall make the applicable payment reflecting the recalculation to the other party); (ii) rents and other tenant payments and tenant reimbursements (collectively, “Tenant Payments”) if any, received under the Leases, subject to Section 11(e); (iii) charges for water, sewer, electricity, gas, fuel and other utility charges, all of which shall be read promptly before Closing, unless Seller elects to close its own applicable account, in which event Purchaser shall open its own account and the respective charges shall not be prorated; (iv) amounts prepaid and amounts accrued but unpaid on service contracts and management contracts pertaining to the Real Property or Facilities; and (v) periodic fees for licenses, permits or other authorizations with respect to the Property. The obligation of the parties to recalculate the proration of taxes shall survive the Closing for a period of twelve (12) months.
Certain Items Prorated. In accordance with the notifications, Escrow Agent shall prorate between the parties (and the parties shall deposit funds therefor with Escrow Agent or shall instruct Escrow Agent to debit against sums held by Escrow Agent owing to such party), as of 11:59 p.m., Atlanta, Georgia time, on the day before Closing, if the balance of the Purchase Price is received by Escrow Agent by 1:00 p.m., Atlanta, Georgia time, on the day of Closing (and as of 11:59 p.m., Atlanta, Georgia time, on the day of Closing if the balance of the Purchase Price is not timely received by Escrow Agent), all income and expenses with respect to the Property and payable to or by the owner of the Property, expressly excluding all such expenses which are required to be paid directly by a tenant or occupant of the Property pursuant to the terms of a lease or other written agreement with a tenant or other occupant (it being understood that Seller shall have no responsibility for paying same), including, without limitation, the following to the extent applicable: (i) all real property taxes and assessments on the basis of the fiscal period for which assessed (if the Closing shall occur before the tax rate is fixed, the apportionment of taxes shall be based on the tax rate for the preceding period applied to the latest assessed valuation and after the Closing, when the actual real property taxes are finally fixed, Seller and Purchaser shall promptly make a recalculation of such proration, and the appropriate party shall make the applicable payment reflecting the recalculation to the other party); (ii) rents and other tenant payments and tenant reimbursements (collectively, “Tenant Payments”) if any, received under the Leases; (iii) charges for water, sewer, electricity, gas, fuel and other utility charges payable by Seller, all of which to the extent applicable (if any) shall be read promptly before Closing, unless Seller elects to close its own applicable account, in which event Purchaser shall open its own account and the respective charges shall not be prorated; (iv) intentionally deleted; (v) amounts prepaid and amounts accrued but unpaid on service contracts entered into and permitted pursuant to Section 13.4 (if any) which are to be assumed by Purchaser; (vi) association fees and other common area charges; and (vii) periodic fees for licenses, permits or other authorizations with respect to the Property. For the purposes of this Section 7.1.1, the tenant under the Empire Lease (defined ...
Certain Items Prorated. In accordance with the notifications, Escrow Agent shall prorate between the parties (and the parties shall deposit funds therefor with Escrow Agent or shall instruct Escrow Agent to debit against sums held by Escrow Agent owing to such party), as of 11:59 p.m. the day prior to the Pre-Closing Date, all income and expenses with respect to the Property and payable to or by the owner of the Property, including, without limitation: (a) all real property taxes and assessments which shall be prorated on a calendar year basis (if the Closing shall occur before the tax rate is fixed, the apportionment of taxes shall be based on the tax rate for the preceding period applied to the latest assessed valuation and after the Closing, when the actual real property taxes are finally fixed, Seller and Purchaser shall promptly make a recalculation of such proration, and the appropriate party shall make the applicable payment reflecting the recalculation to the other party); (b) rents and other tenant payments and tenant reimbursements (collectively, “Tenant Payments”) if any, actually received under the Leases in effect as of the Closing Date; (c) [intentionally omitted]; (d) charges for water, sewer, electricity, gas, fuel and other utility charges, all of which shall be read promptly before Closing, unless Seller elects to close its own applicable account, in which event Purchaser shall open its own account and the respective charges shall not be prorated and subject in any event to Section 7.1.7 below with respect to ratio utility billing systems (RUBS); (e) amounts prepaid and amounts accrued but unpaid on service contracts and management contracts which are to be assumed by Purchaser and excluding any royalties, lump sum or upfront payments paid to Seller pursuant to any agreements entered into by Seller; and (f) periodic fees for licenses, permits or other authorizations with respect to the Property. The adjustment obligation in this Section 7.1.1 shall survive the Closing.
Certain Items Prorated. All income and expenses with respect to the Property and payable to or by a Property Owner shall be prorated between the Parties as of the Adjustment Point, including: (i) all Minnesota real estate taxes and installments of special assessments for the fiscal year in which the Closing occurs, which taxes and assessments shall be prorated as follows: (a) taxes and assessments due and payable in all years prior to the year of Closing shall be paid by Sellers on or before the Closing Date, (b) taxes and assessments due and payable in the year of Closing shall be prorated between Sellers and Buyer as of the Closing Date based on a calendar year with Sellers paying the portion allocable to the period prior to the Closing Date and Buyer paying the portion allocable to the period from, after and including, the Closing Date, and (c) Buyer shall assume and pay real estate taxes and the balance of any levied or pending assessments that are payable after the year of Closing occurs; (iii) Tenant Payments received under the Leases; (iv) charges for water, sewer, electricity, gas, fuel and other utility charges, based on meter readings within one day before Closing, to the extent available (except, with respect to the C-Corp Property, C-Corp Seller may elect to close its own applicable account, in
Certain Items Prorated. In accordance with the notifications, Escrow Agent shall prorate between the parties (and the parties shall deposit funds therefor with Escrow Agent or shall instruct Escrow Agent to debit against sums held by Escrow Agent owing to such party), as of 11:59 p.m. the day prior to the Closing, all income and expenses with respect to the Property and payable to or by the owner of the Property.
Certain Items Prorated. In accordance with the notifications, Escrow Agent shall prorate between the parties (and the parties shall deposit funds therefor with Escrow Agent or shall instruct Escrow Agent to debit against sums held by Escrow Agent owing to such party), as of 11:59 p.m. the day prior to the Closing, all income and operating expenses with respect to the Property and payable to or by the owner of the Property, including, without limitation: (i) all real property and personal property taxes and assessments on the basis of the fiscal period for which assessed (if the Closing shall occur before the tax rate is fixed, the apportionment of taxes shall be based on the tax rate for the preceding period applied to the latest assessed valuation and after the Closing, when the actual real property and personal property taxes are finally fixed, Seller and Purchaser shall promptly make a recalculation of such proration, and the appropriate party shall make the applicable payment reflecting the recalculation to the other party);
Certain Items Prorated. The following shall be apportioned, as of 11:59 p.m. the day prior to the Closing in accordance with the custom and practice of the Worchester County Bar Association: (i) all real property taxes and personal property taxes, the tax rate for which is fixed, (ii) all water charges and sewer charges not based upon meters if any); (iii) charges for electricity and gas, meters for which shall be read promptly before Closing, unless Seller elects to close its own applicable account, in which event Purchaser shall open its own account and the respective charges shall not be prorated. Special assessments for local improvements and other special charges shall not be apportioned but Seller shall pay all such charges that are due and payable prior to the Closing, and Purchaser shall pay all others. If such charges may be paid in installments, only those installments that must be paid prior to the Closing shall be payable by Seller. The intention of this Section is that Purchaser reimburses Seller for all taxes paid with respect to the Purchased Assets which relate to time periods on or after the Closing Date. 0000X XXX Xxxxxx Xxxx Xxxxx Purchase and Sale Agreement for Littleton, MA ( MJ GC 5.02.16 revised )
