Certain Items Prorated Clause Samples
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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), either a) as of 11:59 p.m. on the day of Closing if the balance of the Purchase Price is received by Escrow Agent on the date of Closing or b) as of 11:59 p.m. on the day prior to the Closing if the balance of the Purchase Price is received by Escrow Agent on the day prior to the date of Closing, 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 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) Tenant Payments, whether collected or not, for any tenant which is not delinquent on all Tenant Payments through the month prior to the month of the Closing; (IV) 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; (v) amounts prepaid and amounts accrued but unpaid on Contracts which are to be assumed by Purchaser; and (vi) periodic fees for licenses, permits or other authorizations with respect to the Property. The adjustment obligation in item (i) above shall survive the Closing pursuant to SECTION 7.1.5(2).
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., 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 Closing, 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 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); (ii) rents, other tenant payments and tenant reimbursements (collectively, “Tenant Payments”) if any, received under the Leases; (iii) rents and other payments payable under the Ground Lease and the Development Agreement; (iv) charges for water, sewer, electricity, gas, fuel and other utility charges, all of which shall be read promptly before Closing; (v) the cost, based on the invoices of Seller’s suppliers, of all building supplies (but not building materials) all in unopened containers, in accordance with an inventory to be made by Seller as of a date not more than ten days preceding the Closing; (vi) amounts prepaid and amounts accrued but unpaid on service contracts and management contracts which are to be assumed by Buyer; and (vii) periodic fees for licenses, permits or other authorizations with respect to 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. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Purchase and Sale Agreement for Littleton, MA ( MJ GC 5.02.16 revised )
Certain Items Prorated. In accordance with the notifications, Title Company shall prorate between the parties (and the parties shall deposit funds therefor with Title Company or shall instruct Title Company to debit against sums held by Title Company owing to such party), as of 11:59 p.m. of 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, 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) (if the Real Property is part of a larger tax parcel comprising the Total Development, then the apportionment of taxes subject to this Section 7.1.1 shall be further prorated such that Purchaser shall be responsible for forty percent (40%) of real property taxes on the subject tax parcel comprising the Total Development, and Seller shall be responsible for sixty (60%) of real property taxes on the subject tax parcel comprising the Total Development); (ii) charges for water, sewer, electricity, gas, fuel and other utility charges, 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 (iii) 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. 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.