Closing Adjustments and Prorations. With respect to the Property, the following adjustments shall be made, and the following procedures shall be followed:
Closing Adjustments and Prorations. Except as otherwise provided in this Section, all adjustments and prorations to the Purchase Price payable at Closing shall be computed as of the Prorations Date. Such adjustments and prorations shall include the following:
Closing Adjustments and Prorations. 13.1 The following items are to be apportioned at Closing in an equitable manner as of 11:59 p.m. on the last day immediately preceding the day on which the Closing occurs (the "Adjustment Date") so that the income and expense items with respect to the period on and prior to the Adjustment Date will be for the account of Dearborn Center prior to the time when WELP becomes a member and the income and expense items with xespect to the period after the Adjustment Date will be for the account of Dearborn Center after the time that WELP becomes a member:
A. Rents and additional rents, xnd all other receipts such as parking fees, supervision and construction fees and similar items, as and when collected. If at the time of the Adjustment Date there are basic rents owed by tenants that have not been collected by Dearborn Center and are applicable to any period of time prior to the Adjustment Date, PGRLP shall deliver to WELP a schedule of such uncollected rents, and WEXX xgrees that such rents, if and when collected, sxxxx be paid by Dearborn Center to PGRLP. Rents collected by Dearborn Center shall be applied first to then current rents on a tenant by tenant basis, and only after they have been paid will application be made to past-due rents and then in reverse order of accrual. Notwithstanding anything to the contrary set forth in this Article 13, the payments to be made by Bank One and Citadel representing such tenant's proportionate share of the second installment of the 2002 real estate taxes (due in 2003) required to be paid under the Bank One Lease and Citadel Lease, respectively, shall be paid to PGRLP, regardless of whether such payments are received prior to or after the Closing. Any percentage rentals received after the Closing date and attributable entirely or in part to a period before the Closing date shall be allocated between Dearborn Center and PGRLP such that PGRLP's share with respect to each tenant shall be an amount equal to the total percentage rentals received for such tenant's lease year, multiplied by a fraction equal to that portion of such tenant's lease year preceding the closing date. Prorated percentage rentals will be paid by the party receiving the percentage rentals from the tenants within ten days after receipt, as and when received. Payments of utility, common area, sprinkler, insurance, and other charges (including, without limitation, sewer charges, insurance, and marketing fund or promotion fund charges, if any) from tenants s...
Closing Adjustments and Prorations. The amount of Agreed Value to be paid or delivered at Closing shall be increased or decreased, as appropriate, by the prorations and adjustments provided for in the Purchase Agreements.
Closing Adjustments and Prorations. The following items shall be adjusted or prorated as follows between Seller and Buyer as of the close of Escrow based on a twelve (12) month year of thirty (30) days each:
(a) Rents received by Seller from tenants of the Property for a period overlapping the Closing shall be prorated based upon the actual rent paid. If any tenant is in arrears in the payment of rent at Closing, rents received from such tenant after the Closing (unless specified by such tenant paying the rent) shall be applied by Buyer in the following order of priority: (i) first, to the current month in which rent is due Buyer; (ii) then, to any rents owed for prior months due Buyer; and (iii) then to any future rents due Buyer. If rents or any portion thereof received by Seller or Buyer after the Closing are payable to the other party by reason of this allocation, the appropriate sum, less a proportionate share of any reasonable attorneys' fees, out-of-pocket costs and collection expenses (but not overhead) shall be promptly paid to the other party. Seller reserves the right to collect directly from tenants under Leases all rents for months prior to the month in which Closing occurs without any remedies against the leased premises or Buyer.
(b) Each party shall pay all applicable transaction privilege taxes on rents received by such party. In particular, each party shall pay the transaction privilege taxes due with respect to the portion of the rents prorated to each party for the month in which Closing occurs.
(c) Seller shall be debited and Buyer credited for an amount equal to all unforfeited security or other deposits paid to Seller by current tenants of the property and any prepaid rents held by Seller for periods subsequent to Close of Escrow.
(d) Any deposits or bonds posted by Seller for utility services to the Property (including, but without limitation, utility deposits posted with the City of Peoria for water service and Salt River Project for electrical service) shall be returned to Seller, or if Seller permits any deposits to be transferred to Buyer, Seller shall receive a credit in the amount of the deposit and Buyer shall be debited for the amount of the deposit.
(e) All operating expenses of the Property, including, without limitation, public utility charges, maintenance, management and other service charges, and all other normal operating charges with respect to the Property, shall be prorated and adjusted at Closing. Seller shall pay all operating expenses of the Proper...
Closing Adjustments and Prorations. With respect to each Property and the Related Property, the following adjustments shall be made to the Consideration, and the following procedures shall be followed:
Closing Adjustments and Prorations. 7.3.1 At Closing, Purchaser shall assume and pay when due:
(a) Real and personal property ad valorem taxes and any special assessments upon the Property.
(b) Utility charges payable by the Company, including water and sewer charges.
(c) Expenses under the Contracts.
(d) All other expenses of operating or owning the Property.
(e) All other Assumed Liabilities.
7.3.2 If the actual amount of real and personal property taxes, expenses, or utility charges is not known as of the Closing Date because bills for the period in question have not been issued, the amounts assumed at the Closing will be based on the most current and accurate billing information available. Should such amounts for the period in question prove to be inaccurate upon receipt of the actual assessments or bills for the Property, Purchaser shall be responsible for such corrected amount.
Closing Adjustments and Prorations. The following items of expense shall be adjusted as of midnight of the day immediately preceding the Closing Date (such that Sellers shall be responsible for all days prior to the Closing Date, and Purchaser shall be responsible for all days from and after the Closing Date, including, without limitation, the Closing Date):
Closing Adjustments and Prorations. Except as otherwise provided in this Section 5.6, all adjustments and prorations to the Purchase Price payable at Closing shall be computed as of the end of the day preceding the Closing Date. Seller shall be entitled to receive all revenues and shall be charged with all expenses relating to the ownership and operation of the Property through the day preceding the Closing Date. Prior to the Closing, Seller shall determine the amounts of the prorations in accordance with this Section 5.6 and shall notify Purchaser thereof. Purchaser shall review and approve such determination promptly and prior to the Closing, such approval not to be unreasonably withheld or delayed. Thereafter and on or prior to the Closing, Seller and Purchaser shall inform the Title Company of such amounts and, in accordance therewith, the Title Company shall prorate such items between the parties (and the parties shall deposit funds therefor with the Title Company or shall instruct the Title Company to debit against sums held by the Title Company owing to such party) in accordance with this Section 5.6. ch adjustments and prorations shall include the following:
Closing Adjustments and Prorations. All utility charges and other service contracts assumed by Purchaser hereunder and such other items and costs as agreed between the Parties shall be prorated (at Closing or as soon thereafter as is practicable) between Seller and Purchaser in the manner indicated below. For purposes of calculating prorations, Purchaser shall be deemed to be in title to the Purchased Assets for the entire day upon which the Closing occurs. All such prorations shall be made on the basis of the actual number of days of the year and month which shall have elapsed as of the Closing Date. To the extent not ascertainable at the Closing Date, the amount of such prorations shall be adjusted in cash after Closing as and when complete and accurate information becomes available. Seller and Purchaser agree to cooperate and use their diligent and good faith efforts to make such adjustments no later than sixty (60) days after the Closing. Items of income and expense for the period prior to the Closing Date will be for the account of Seller and items of income and expense for the period on and after the Closing Date will be for the account of Purchaser, all as determined by the accrual method of accounting. To the extent that Purchaser makes any payments of expenses on behalf of Seller which accrued prior to the Closing Date and are required to be paid by Seller (other than reimbursement of fees and costs related to the audit as provided in Section 6.13), the Purchase Price shall be reduced dollar for dollar.
