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 shall be apportioned in an equitable manner. B. Real estate taxes (for 2002 and prior years) and annual installments of special assessments, and other state, county or city taxes or assessments, if any, due and payable in 2003 and for any prior years shall have been paid at or prior to Closing by PGRLP. There shall be no prorations of any real estate taxes or special assessments. C. Amounts paid or payable in respect of any service contracts that remain in effect and all costs and expenses incurred in common area maintenance charges, or insurance charges attributable to vacant space in the Project. Following issuance of any annual reconciliations to the tenants of the Project and receipt of any reconciliation payments due from the tenants, WELP and PGRLP shall readjust the items under xxxx paragraph C and the corresponding income items under paragraph A. D. Water, electricity, oil, gas, steam, telephone, sewer and other utilities based on actual charges when final meter readings have been obtained or actual expenses determined. PGRLP, to the extent current readings are available, shall endeavor to furnish readings made on or immediately prior to the Adjustment Date. E. Wages and payroll taxes, vacation pay and fringe benefits for employees of Dearborn Center, if any, to be retained after Closing. F. Such other apportionments and adjustments as are customarily apportioned upon transactions similar to those contemplated by this Agreement, including any applicable adjustments with respect to the Redevelopment Agreement. G. Interest on any escrows or deposits that will remain after Closing.
Appears in 1 contract
Closing Adjustments and Prorations. 13.1 The following At the Closing, all 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 Property listed below shall be prorated in accordance with the foregoing principles and prior to the Adjustment Date will rules set forth hereafter:
(a) Seller shall be responsible for all real estate taxes, assessments, water charges, sewer charges and similar annual charges against the Property for all tax years preceding the year in which Closing is held, and shall pay and discharge the same at or before Closing. All real estate taxes, assessments, water charges, sewer charges and similar annual charges 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 current tax year in which Closing is held shall be applied first to then current rents apportioned between the parties on a tenant by tenant per diem 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 or not such payments taxes and charges are received prior then due and payable or are a lien. If the Closing shall occur before a new tax rate is fixed, the apportionment of taxes at Closing shall be upon the basis of the old tax rate for the preceding period applied to or the latest assessed valuation. Promptly after the Closing. Any percentage rentals received after new tax rate is fixed, the Closing date and attributable entirely or in part to a period before the Closing date apportionment of taxes shall be allocated between Dearborn Center and PGRLP such that PGRLP's share with respect to each tenant recomputed.
(b) Seller shall be an amount equal to pay the total percentage rentals received charges for such tenant's lease yearutility services, 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 chargescharges for steam, insurancegas and electricity, based on the most current readings. If readings are not so obtained, apportionment can be based on the last available bills. Buyer shall pay all such charges for utility services thereafter. Any required adjustments after Closing will promptly be made between Buyer and marketing fund or promotion fund charges, if any) from tenants Seller in immediately available funds. All other utility bills shall be apportioned in an equitable manneras of the Closing Date.
B. Real estate taxes (c) Buyer shall request counsel to the Bank (“Bank Counsel”) prepare a draft closing statement at least one (1) business day prior to the Closing Date.
(d) All other closing costs and adjustments shall be determined in accordance with standard conveyancing practice for 2002 the county in which the Property is located.
(e) Any adjustments and prior yearsprorations made based on an estimate shall be adjusted as soon after Closing as final information becomes available. If, following the Closing Date, the amount of an item referred to in any subsection of this Section 13 shall prove to be incorrect, the party in whose favor the error was made shall be obligated to pay to the other party the sum necessary to correct such error within thirty (30) days after receipt of proof of such error, provided that such proof is delivered to the party from whom payment is requested on or before one (1) year after Closing. The provisions of this Section 13 shall survive the Closing and annual installments not be merged therein for a period of special assessmentsone (1) year after Closing.
(f) At the Closing, Seller shall pay and other state, county or city taxes or assessments, if any, be responsible for the amount due and payable in 2003 and for any prior years deed stamps, conveyance tax, documentary tax or any other tax or charge substituted therefor imposed in connection with the consummation of the transaction contemplated by this Agreement, as per local practice; and Seller’s counsel’s fees and expenses. At the Closing, Buyer shall have been paid at or prior pay and be responsible for recording charges (other than those for which Seller is responsible per Section 5 of this Agreement); charges necessary to Closing by PGRLP. There shall be no prorations of any real estate taxes or special assessments.
C. Amounts paid or payable in respect of any service contracts that remain in effect obtain the Survey; charges necessary to obtain the Buyer’s Title Policy and all endorsements thereto; Buyer’s loan related fees and charges and Buyer’s counsel’s fees and expenses, and all costs and expenses incurred in common area maintenance charges, or insurance charges attributable relating to vacant space in the Project. Following issuance of any annual reconciliations to the tenants of the Project and receipt of any reconciliation payments Buyer’s due from the tenants, WELP and PGRLP shall readjust the items under xxxx paragraph C and the corresponding income items under paragraph A.
D. Water, electricity, oil, gas, steam, telephone, sewer and other utilities based on actual charges when final meter readings have been obtained or actual expenses determined. PGRLP, to the extent current readings are available, shall endeavor to furnish readings made on or immediately prior to the Adjustment Date.
E. Wages and payroll taxes, vacation pay and fringe benefits for employees of Dearborn Center, if any, to be retained after Closing.
F. Such other apportionments and adjustments as are customarily apportioned upon transactions similar to those contemplated by this Agreement, including any applicable adjustments diligence with respect to the Redevelopment Agreementtransaction contemplated thereby.
G. Interest (g) All apportionments and prorations made hereunder shall be made based on any escrows or deposits that will remain after Closingthe number of days of ownership of the Property in the period applicable to the apportionment. Prorations of annual payments shall be made based on the number of days of ownership in the applicable annual period.
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Closing Adjustments and Prorations. 13.1 The following items are shall be adjusted between Seller and Purchaser as of the day of Closing as a debit or credit to the cash portion of the Purchase Price to be apportioned at Closing in an equitable manner as of 11:59 p.m. paid by Purchaser to Seller 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 10.1 Collected rents and revenues (including but not limited to fixed, percentage and additional rents) cost of living increases, xnd all other receipts such as common area maintenance charges, parking feescharges, supervision and construction fees tax and similar itemsmaintenance escalation rents, as and when collectedor charges. If at the time of the Adjustment Date there are basic Purchaser shall promptly turn over to Seller delinquent rents owed by tenants that have not been collected by Dearborn Center and are applicable relating to any period of time periods prior to Closing which are received by Purchaser following the Adjustment DateClosing, 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 but all rent payments received after the Closing which are not specifically earmarked for prior delinquencies shall be applied first to the post Closing rents then current rents on a tenant by tenant basisdue or past due and then to pre Closing deficiencies. Purchaser shall use diligent, and only after they have been paid will application be made good faith efforts to past-due collect from the tenants under the Leases escalation rents and then in reverse order other charges relating to Seller’s period of accrualownership and shall promptly remit the same to Seller upon receipt. Notwithstanding anything to the contrary set forth in this Article 13contained herein, to the payments extent that Purchaser fails to be made by Bank One and Citadel representing such tenant's proportionate share utilize diligent, good faith efforts, Seller shall have the right to pursue any tenant under the Leases for any sums due Seller for periods attributable to Seller’s ownership of the second installment Property; provided, however, Seller (i) shall be required to notify Purchaser in writing of Seller’s intention to commence or pursue any legal proceedings; and (ii) shall not be permitted to commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the termination of the 2002 real estate taxes underlying Lease. The provisions of this Section 10.1 will survive the Closing for a period of twelve (due in 200312) months.
10.2 Seller shall credit to the Purchaser the amount of any security deposits and interest, if any, required to be paid for the tenants’ benefit, if any, pursuant to provisions of Leases with tenants of the Property, or assign to Purchaser all rights of Seller in and to any security accounts held by the Property Lender. With respect to any security deposits which are letters of credit, Seller shall, if the same are assignable, deliver to Purchaser at the Closing such letters of credit, execute and deliver such other instruments as the issuers of such letters of credit shall reasonably require, and cooperate with Purchaser to change the named beneficiary under such letters of credit to Purchaser, so long as Seller does not incur any additional liability or expense in connection therewith
10.3 Charges or pre-payments under the Bank One Lease contracts and Citadel Leaseagreements required pursuant to the terms thereof to be assumed by Purchaser, respectivelyor otherwise assigned to Purchaser.
10.4 Purchaser shall receive a credit in the amount of the existing outstanding principal balance of the Property Loan as of the Closing Date. Interest on the Property Loan will be prorated.
10.5 Seller will assign to Purchaser at closing all escrows and reserves held by the Property Lender for the payment of taxes and insurance, lease rollover-reserves and for tenant improvements, capital expenditures, or for any other item for which the Property Lender holds an escrow or reserve (collectively, the “Property Loan Escrows”). Seller shall evidence, with written verification from the Property Lender, the amount of such Property Loan Escrows. Purchaser shall reimburse Seller at Closing for any amounts then being held in the Property Loan Escrows.
10.6 All real estate taxes and assessments and personal property taxes, if any, shall be paid to PGRLP, regardless of whether such payments are received prior to or after the Closing. Any percentage rentals received after prorated on the Closing date Date, on a cash basis. Such proration shall be based on a 365-day year.
10.7 All other income and attributable entirely ordinary operation expenses for or in part pertaining to a period before the Property shall be prorated on an accrual basis.
10.8 If the Closing date Date occurs after August 31, 2005, Purchaser shall be allocated between Dearborn Center and PGRLP such that PGRLP's share with respect to each tenant shall be receive a credit against the Purchase Price at Closing in 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 shall be apportioned in an equitable manner.
B. Real estate taxes (for 2002 and prior years) and annual installments of special assessments, and other state, county or city taxes or assessments, if any, due and payable in 2003 and for any prior years shall have been paid at or prior to Closing by PGRLP. There shall be no prorations of any real estate taxes or special assessments.
C. Amounts paid or payable in respect of any service contracts that remain in effect and all costs and expenses incurred in common area maintenance charges, or insurance charges attributable to vacant space in the Project. Following issuance of any annual reconciliations to the tenants sum of the Project following amounts received by Seller or its affiliates during the period commencing on September 1, 2005 and receipt of any reconciliation payments due from ending on the tenants, WELP and PGRLP shall readjust the items under xxxx paragraph C and the corresponding income items under paragraph A.
D. Water, electricity, oil, gas, steam, telephone, sewer and other utilities based on actual charges when final meter readings have been obtained or actual expenses determined. PGRLP, to the extent current readings are available, shall endeavor to furnish readings made on or day immediately prior to the Adjustment Closing Date.
E. Wages : (i) the cumulative net cash flow from the Property (after the payment by Seller during such period of accrued and payroll taxesunpaid interest on the Property Loan (but before deducting the amount of principal amortization on such indebtedness paid by Seller during such period) and all other operating expenses relating to the Property); provided, vacation pay however, that cumulative net cash flow shall not include payments received for amounts due as of, but collected after, August 31, 2005, and fringe benefits for employees (ii) the difference between (A) the aggregate amount of Dearborn Center, if any, property management fees paid by Seller to be retained after Closing.
F. Such other apportionments and adjustments as are customarily apportioned upon transactions similar to those contemplated by this Agreement, including any applicable adjustments Prime Group Realty Trust or its affiliates during such period with respect to the Redevelopment AgreementProperty, and (B) the direct costs incurred by the property manager for the Property during such period.
G. Interest on any escrows or deposits that will remain after Closing.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Prime Group Realty Trust)
Closing Adjustments and Prorations. 13.1 12.1 The following items are to be apportioned at Closing closing in an equitable manner as of 11:59 p.m. on the last day immediately preceding the day on which the Closing 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 Seller's account of Dearborn Center prior to the time when WELP becomes a member and the income and expense items with xespect respect to the period after the Adjustment Date will be for the account of Dearborn Center after the time that WELP becomes a member:Buyer's account.
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 Seller and are applicable to any period of time prior to the Adjustment Date, PGRLP Seller shall deliver to WELP Buyer a schedule of such uncollected rents, and WEXX xgrees Buyer agrees that such rents, if and when collected, sxxxx shall be paid by Dearborn Center Buyer to PGRLPSeller. Rents collected by Dearborn Center Buyer shall be applied first to then current rents on a tenant by tenant basisrents, 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 closing date and attributable entirely or in part to a period before the Closing closing date shall be allocated between Dearborn Center Buyer and PGRLP Seller such that PGRLPSeller'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, charges and insurance, and but excluding marketing fund or promotion fund charges, if any) from tenants shall be apportioned in an equitable manner. Marketing fund or promotion fund charges and the costs expenses paid or to be paid with such charges shall be treated as a fund, which shall not be adjusted at Closing. Instead, the fund balance, whether positive or negative at Closing, shall be transferred to the manager under the Management Agreement who shall continue to collect all marketing fund and promotion fund charges and pay any marketing or promotion fund expenses after Closing through the end of the then fiscal year for the marketing or promotion fund. The Manager shall not be obligated to expend for marketing and advertising expenses in such fiscal year more than the marketing and promotion fund charges received after Closing plus or minus (if the fund has a negative balance) the balance in the fund delivered to the Manager at Closing. After the expiration of the then fiscal year of the marketing or advertising fund, the Manager shall deliver any excess moneys remaining n the fund to the Buyer or, at Owner's discretion, retain such excess, in either case for application to marketing and promotion fund expenses subsequently incurred.
B. Real estate taxes (for 2002 and prior years) and annual installments of special assessments, and other state, county or city taxes or assessments, if any, due and payable in 2003 and on the basis of the fiscal year for any prior years which assessed. If the closing date shall have been paid at occur before the tax rate or prior to Closing by PGRLP. There shall be no prorations assessment is fixed, the apportionment of any such real estate taxes or special assessmentsat the closing shall be upon an estimate of the taxes for the year of closing; provided, however, that readjustment will be made based upon the actual tax amount, when determined.
C. Amounts paid or payable in respect of any service contracts that remain in effect are assumed and all costs and expenses incurred in common area maintenance charges, or insurance charges attributable to vacant space charges; provided, however that Buyer shall have no liability on account of any of the foregoing (other than costs and expenses included in common area maintenance charges), unless included in the Projectoperating budgets, or income and expense statements provided by Seller to Buyer prior to the execution hereof. Following issuance of any annual reconciliations to the tenants of the Project and receipt of any reconciliation payments due from the tenants, WELP Buyer and PGRLP Seller shall readjust the items under xxxx this paragraph C and the corresponding income items under paragraph A.
D. Personal property taxes, if any, on the basis of the fiscal year for which assessed. However, a readjustment shall be made based upon the actual tax amount effective for the Adjustment Date, when determined.
E. Water, electricity, oil, gas, steam, telephone, sewer and other utilities based on actual charges when final meter readings have been obtained or actual expenses determined. PGRLPSeller, to the extent current readings are available, shall endeavor to furnish readings made on or immediately prior to the Adjustment Date.
E. F. Wages and payroll taxes, vacation pay and fringe benefits for employees of Dearborn CenterSeller, if any, to be retained after Closinghired by Buyer.
F. G. Such other apportionments and adjustments as are customarily apportioned upon transactions the transfers of property similar to those contemplated by this Agreement, including any applicable adjustments with respect to the Redevelopment AgreementProjects.
G. H. Interest on the Loan and any escrows or deposits that will remain after Closingheld under the Loan.
I. Tenant security deposits.
Appears in 1 contract
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 With respect to each tenant Property (and not the Properties, in the aggregate), the following adjustments 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, insurancemade, and other charges (including, without limitation, sewer charges, insurance, and marketing fund or promotion fund charges, if any) from tenants the following procedures shall be apportioned in an equitable mannerfollowed:
(a) Basis of Prorations. All prorations shall be calculated as of 12:01 a.m. on the Closing Date, on the basis of a 365-day year.
B. Real estate taxes (for 2002 and prior yearsb) and annual installments of special assessments, and other state, county or city taxes or assessments, if any, due and payable in 2003 and for any prior years shall have been paid at or prior Items Not to Closing by PGRLPbe Prorated. There shall be no prorations or adjustments of any real estate taxes kind with respect to:
(i) Insurance Premiums. Buyer shall be responsible to obtain insurance covering such risks as Buyer deems necessary or special assessmentsappropriate, commencing as of the Closing Date.
C. Amounts paid (ii) Delinquent Rents for Full Months Prior to the Month in which the Closing Occurred. Delinquent rents for full months prior to the month in which the Closing occurred shall remain the property of Seller, and Buyer shall have no claim thereto, whether collected before or payable in respect after the Closing. Seller shall have the right to take collection measures against any delinquent Tenant (including litigation), however Seller shall not seek any remedy which would interfere with any Tenant’s continued occupancy and full use of any service contracts that remain in effect and all costs and expenses incurred in common area maintenance chargesits premises under such Tenant’s Lease, or insurance charges attributable Buyer’s rights to vacant space in receive Rent with respect to any period from or after the ProjectClosing Date. Following issuance of In the event that Buyer collects any annual reconciliations delinquent rents relating to any period prior to the tenants Closing Date, Buyer shall promptly pay such amounts over to Seller in accordance with the procedures set forth in subsection (d) below. Buyer shall use commercially reasonable efforts to collect such amounts due from any Tenant; provided that Buyer shall not be required to interfere with the Tenant’s continued occupancy and full use of its premises under such Tenant’s Lease, or Buyer’s rights to receive Rent or Additional Rent with respect to any period beginning on the Project Closing Date. Any Rent or Additional Rent received by Buyer shall be applied first to post-Closing periods for which such Rent or Additional Rent is due.
(iii) Additional Rents Relating to Full or Partial Months Prior to the Closing Date. If Additional Rents relating to full or partial months prior to the Closing Date are not finally adjusted between Seller and receipt any Tenant until after the Closing Date, then any refund to which any Tenant may be entitled shall be the obligation of Seller, and any reconciliation payments additional amounts due from the tenantsTenant for such period shall be the property of Seller. Buyer shall have no obligation with respect to any such refund due to any Tenant and no claim to any such amounts due from any Tenant, WELP except that Buyer shall promptly pay to Seller any such delinquent Additional Rent amounts as it actually collects, in accordance with the procedures set forth in subsection (d) below. Seller shall have the right to take collection measures against any delinquent Tenants (including litigation), however Seller shall not seek any remedy which would interfere with a Tenant’s continued occupancy and PGRLP shall readjust full use of its premises under such Tenant’s Lease, or Buyer’s rights to receive Rent or Additional Rent with respect to any period from or after the items under xxxx paragraph C and the corresponding income items under paragraph A.
D. Water, electricity, oil, gas, steam, telephone, sewer and other utilities based on actual charges when final meter readings have been obtained or actual Closing Date. If Seller receives any refund of expenses determined. PGRLP, to the extent current readings are available, shall endeavor to furnish readings made on or immediately paid prior to the Adjustment Date.
E. Wages Closing and payroll taxesrelating to a period prior to the Closing, vacation pay and fringe benefits for employees such expenses were reimbursed in whole or in part by any Tenant, Seller shall refund to each Tenant its share of Dearborn Centerany such refund. Buyer shall use commercially reasonable efforts to collect such amounts due from any Tenant; provided that Buyer shall not be required to interfere with the Tenant’s continued occupancy and full use of its premises under such Tenant’s Lease, if any, or Buyer’s rights to be retained after Closing.
F. Such other apportionments and adjustments as are customarily apportioned upon transactions similar to those contemplated by this Agreement, including any applicable adjustments receive Rent or Additional Rent with respect to any period beginning on the Redevelopment AgreementClosing Date.
G. Interest on any escrows or deposits that will remain after Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Closing Adjustments and Prorations. 13.1 The 9.4.1 At Closing, the Purchase Price will be adjusted for the following items are to be apportioned at Closing in an equitable manner adjustments and prorations as of 11:59 p.m. P.M. on the last day immediately preceding Closing Date as if Purchaser were purchasing the day Property rather than the Membership Interests:
(a) Real and personal property ad valorem taxes upon the Property shall be prorated as of the Closing Date based on the available discount. If the amount of such taxes for the year in which the Closing occurs (cannot reasonably be determined, the "Adjustment Date") so that apportionment shall be based at Closing upon the income amount of such taxes for the immediately preceding tax year. Special assessments levied or pending and expense items with respect applicable to the period on and periods prior to Closing shall be the Adjustment Date will responsibility of Seller, and for periods after the Closing shall be for the account responsibility of Dearborn Center Company. The provisions contained in this Subparagraph shall survive the Closing.
(b) To the extent the same are not payable by tenants as CAM or direct charges pursuant to Tenant Leases, utility charges payable by the Company, including water and sewer charges, except that where practicable, utility readings shall be taken on the day prior to Closing, and Seller will pay the time when WELP becomes a member charges for utility services based on such reading.
(c) Income and expenses under 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:Service Contracts.
A. Rents and additional rents(d) Rents, xnd all other receipts such as parking fees, supervision and construction fees and similar itemswhen, as and when collected. If at if collected under the time of the Adjustment Date there are basic rents owed by tenants that have not been collected by Dearborn Center Tenant Leases, including all CAM accounts and are applicable to any period of time prior replacement reserves or other amounts payable pursuant 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 PGRLPTenant Leases. Rents The first 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 from each tenant shall be an amount equal successively applied to the total percentage rentals received for such tenant's lease year, multiplied by a fraction equal to that portion payment 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 anyi) from tenants shall be apportioned in an equitable manner.
B. Real estate taxes (for 2002 and prior years) and annual installments of special assessments, and other state, county or city taxes or assessments, if any, rents due and payable in 2003 the month in which Closing occurs; (ii) rents due and for any prior years shall have been paid at or prior to Closing by PGRLP. There shall be no prorations of any real estate taxes or special assessments.
C. Amounts paid or payable in respect of any service contracts that remain months preceding the month in effect which Closing occurred, up to and all costs including the month in which payment is made; (iii) rents due and expenses incurred in common area maintenance charges, or insurance charges attributable to vacant space payable in the Project. Following issuance of any annual reconciliations to month in which payment is made; and (iv) rents due and payable in months succeeding the tenants of the Project and receipt of any reconciliation payments due from the tenantsmonth in which Closing occurs, WELP and PGRLP shall readjust the items under xxxx paragraph C and the corresponding income items under paragraph A.
D. Water, electricity, oil, gas, steam, telephone, sewer and other utilities based on actual charges when final meter readings have been obtained or actual expenses determined. PGRLP, to the extent current readings are available, shall endeavor to furnish readings made on or immediately prior to the Adjustment Date.
E. Wages and payroll taxes, vacation pay and fringe benefits for employees of Dearborn Centerthan applied above, if any, . Purchaser shall promptly remit to be retained Seller its prorated share of any delinquent rents paid to the Company after Closing, and Seller shall have the right to pursue any remedies it may have against tenants to collect such delinquent rents except for the right to terminate any such tenant’s lease.
F. Such (e) All other apportionments expenses of operating or owning the Property shall be apportioned as of the Closing Date, those paid or accruing through the Closing Date being Seller’s responsibility and adjustments those accruing after the Closing Date being the Company’s responsibility.
9.4.2 At Closing, the following credits will be given:
(a) Purchaser shall receive a credit for the aggregate amount of all security deposits collected by Seller under Tenant Leases;
(b) Seller will receive a credit for all other refundable deposits or credits, which are not refunded to Seller from utilities, governmental agencies, or others relating to or arising from the Property existing as of the Closing Date; and
(c) Seller shall receive a credit for all unrestricted cash balances of the Company at Closing which are customarily apportioned upon transactions similar not the subject of another proration or credit pursuant to those contemplated by this Agreement, including any applicable adjustments with respect to the Redevelopment Agreement.
G. Interest 9.4.3 If the actual amount of taxes or utility charges to be prorated pursuant to Subparagraphs 9.4.1 (a) and (b) is not known as of such date because bills for the period in question have not been issued, the proration at the Closing will be based on the most current and accurate billing information available. Should such proration not be based on the actual amount of the ad valorem tax assessments or utility charges for the period in question and should such proration prove to be inaccurate upon receipt of the actual assessments or bills for the Property, then either Seller or Purchaser may demand at any escrows time after the Closing Date a payment from the other party correcting such malapportionment. Purchaser shall promptly provide Seller with a copy of the actual tax or deposits that will remain after Closingutility bills for the prorated period, if any prorated adjustment is to be sought by Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement (NTS Realty Holdings Lp)
Closing Adjustments and Prorations. 13.1 11.1 The following items are to be apportioned at Closing closing in an equitable manner manner, as of 11:59 p.m. the close of business on the last day immediately preceding of the day on which closing ("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 Seller's account of Dearborn Center prior to the time when WELP becomes a member and the income and expense items with xespect respect to the period on and after the Adjustment Date will be for the account of Dearborn Center after the time that WELP becomes a member:Buyer's account.
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 Seller and are applicable to any period of time prior to the Adjustment Date, PGRLP Seller shall deliver to WELP Buyer a schedule of such uncollected rents, and WEXX xgrees Buyer agrees that such rents, if and when collected, sxxxx shall be paid by Dearborn Center Buyer to PGRLPSeller. Rents collected Buyer shall, however, bear no responsibility to collect such rents or to take any action whatsoever to do so. Seller may take those actions which he deems necessary to collect such rents in a manner which will not adversely affect the relationship of Buyer and tenant. All rents received by Dearborn Center Buyer 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 receivedrents. Payments of utility, common area, sprinkler, insurance, area and other charges (including, without limitation, sewer charges, insurance, and marketing fund or promotion fund charges, if any) from tenants shall be apportioned in an equitable manner.
B. Real estate and personal property taxes (for 2002 and prior years) and annual installments of special assessments, and other state, county or city taxes or assessments, if any, due and payable in 2003 and for any prior years shall have been paid at or prior to Closing by PGRLP. There shall be no prorations apportioned based upon the calendar year for which they are assessed. If the closing date shall occur before the tax rate or assessment is fixed, the apportionment of any real estate such taxes or special assessmentsat the closing shall be upon the basis of the tax rate for the next preceding year applied to the latest assessed valuation; provided, however, that readjustment will be made based upon the actual tax amount, when determined. This provision shall survive the closing.
C. Amounts paid or payable in respect of any service contracts that remain in effect and all costs and expenses incurred in common area maintenance charges, or insurance charges attributable to vacant space in the Project. Following issuance of any annual reconciliations to the tenants of the Project and receipt of any reconciliation payments due from the tenants, WELP and PGRLP shall readjust the items under xxxx paragraph C and the corresponding income items under paragraph A.are assumed.
D. Water, electricity, oil, gas, steam, telephone, sewer and other utilities based on actual charges when final meter readings have been obtained or actual expenses determined. PGRLPSeller, to the extent current readings are available, shall endeavor to furnish readings made on or immediately prior to the Adjustment Date.
E. Wages and payroll taxes, vacation pay and fringe benefits for employees of Dearborn Center, if any, to be retained after Closing.
F. Such other apportionments and adjustments as are customarily apportioned upon transactions the transfers of property similar to those contemplated by this Agreement, including any applicable adjustments with respect to the Redevelopment AgreementSeller's property.
G. Interest on any escrows or deposits that will remain after Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement
