Closing Costs; Prorations Sample Clauses
The "Closing Costs; Prorations" clause defines how the various expenses and financial adjustments associated with the closing of a real estate transaction are allocated between the buyer and seller. It typically specifies which party is responsible for paying specific closing costs, such as title insurance, escrow fees, or transfer taxes, and outlines how recurring expenses like property taxes, utilities, or homeowner association dues are prorated as of the closing date. This clause ensures that both parties have a clear understanding of their financial obligations at closing, preventing disputes and facilitating a smooth transfer of ownership.
Closing Costs; Prorations. (a) Except as otherwise provided in this Agreement, Buyer shall be responsible for the payment of all costs and expenses of the transaction described in this Agreement, whether or not the transaction described in this Agreement closes, including, without limitation:
(i) the cost of all investigations of the Properties conducted by Buyer, if any, including, without limitation, all environmental assessments and/or environmental insurance policies, engineering assessments and mechanical assessments;
(ii) the fees and expenses of Buyer's attorneys and the reasonable fees and expenses of Seller's attorneys (other than those incurred in connection with the Proxy Consent);
(iii) the premiums for all title insurance policies, if any, issued as a result of the conveyance of the Properties, including, without limitation, all title search charges, the premium for all endorsements to such title insurance policies, and UCC search charges;
(iv) all applicable documentary stamps taxes, filing, transfer taxes, mortgage and/or recording taxes;
(v) the cost of all surveys;
(vi) the cost of complying with the requirements of the Hart-Scott-Rodino Antitrust Im▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇f 1976, to the extent applicable; and
(vii) the fees and charges of Title Company in its capacity as escrow agent; provided, however, Seller shall be solely responsible for the payment of all costs and expenses incurred in connection with soliciting the Proxy Consent, whether or not the transaction described in this Agreement closes, and if the transaction described in this Agreement does not close because of a breach or default by Seller under this Agreement, Seller shall be responsible for the payment of any title commitment cancellation fees imposed by Title Company, the cost of all ALTA surveys prepared in connection with the Closing and its own attorneys' fees and expenses.
(b) All rent under the Leases, including, without limitation, Monthly Percentage Rent (as defined in the Leases), shall be prorated between Seller and Lessee as of midnight of the day preceding the Closing Date; provided, however, in the event that the amount of any percentage rent due to Seller under the Leases cannot be determined by the Closing Date, Buyer shall cause Lessee to remit such amount to Seller within ten (10) days after the Closing Date.
(c) Seller and Buyer shall not prorate any of the items listed in the following subsections (i) through (iii), whether accruing or arising prior to or from and after the Closing Dat...
Closing Costs; Prorations. Seller shall pay (a) the cost of the premium for the standard CLTA coverage Title Policy in the amount of the Purchase Price, (b) the cost to record the Deed, and (c) one-half (1/2) of Escrow Holder’s fees (except in the event of failure of Closing to occur due to a default by Buyer, in which case Buyer shall be solely responsible for all Escrow charges). Buyer shall pay (i) the cost of the Title Policy to the extent such cost exceeds the cost of a standard CLTA owner’s policy of title insurance in the amount of the Purchase Price, including extended coverage and policy endorsements, (ii) any and all transfer taxes due or owing in connection with the conveyance of the Property from Seller to Buyer, (iii) one-half (1/2) of Escrow Holder’s fees (except in the event of failure of Closing to occur due to a default by Seller, in which case Seller shall be solely responsible for all Escrow charges), (iv) the cost to record the Seller Trust Deed, and (v) all fees, costs or expenses in connection with Buyer’s inspections, including any new surveys of the Real Property or updates of existing surveys. Any other closing costs shall be allocated in accordance with local custom in Orange County, California. Seller and Buyer shall pay their respective legal fees. Income and expenses of the Property shall be prorated in accordance with local customs in Orange County, California (to the extent such customs are not inconsistent with the terms of this Agreement) or the Lease.
Closing Costs; Prorations. The Developer and the District shall each pay an equal one-half (50/50) share of the costs of the escrow services and recording fees related to the conveyance of any Identified School Site. Developer shall pay any excise taxes due in connection with conveyance of any Identified School Site. All real estate taxes for the Identified School Site shall be prorated as of the Closing Date.
Closing Costs; Prorations. At Closing, Seller shall pay (i) the premium for the standard coverage policy of title insurance and the endorsements required to insure around the Exceptions the Title Company agreed to insure around in accordance with Section 4 above, (ii) deed or real property transfer taxes, and (iii) one-half of Title Company’s escrow fees and charges. Purchaser shall pay (i) the costs of the extended coverage portion of the policy of title insurance and any title insurance endorsements required by Purchaser (other than the costs of the title insurance endorsements to be provided by Seller pursuant to the first sentence of this Section 6.1), and (ii) one-half of Title Company’s escrow fees and charges. Real property taxes, assessments, surface water management charges, utilities and other expenses of the Property shall be prorated as of the date of Closing with Purchaser bearing the costs of the date of Closing. All other closing costs shall be paid and allocated in accordance with the custom in the county in which the Property is located. Each party shall be responsible for its own legal, accounting and consultant fees.
Closing Costs; Prorations. ▇▇▇▇▇ and Seller each agree to pay one-half (1/2) of the escrow closing agent's escrow fees. ▇▇▇▇▇▇ agrees to pay for the costs of clearing Seller's title on the Property, the owner's standard title insurance policy, and the real estate excise tax. Real property taxes for the current tax year, insurance premiums (if Buyer assumes the existing policy), homeowner association assessments imposed on the Property prior to Closing, if any, payments on ▇▇▇▇▇-▇▇▇▇ and other special assessment district bonds and assessments that are now a lien, if any, and other usual items will be prorated as of the Closing Date. Seller will pay all utility bills accrued to the date Buyer is entitled to possession. Any supplemental tax bills shall be paid as follows: (i) for periods after Closing, by Buyer; and (ii) for periods prior to Closing, by Seller. Proration of supplemental tax and utility bills issued after Closing shall be handled directly between Buyer and Seller outside of escrow.
Closing Costs; Prorations. Seller shall pay for the preparation of the Deed, North Carolina excise stamp tax, Seller's ad valorem personal property taxes for the year of closing, any real estate commissions owed by Seller, and Seller's attorney's fees. Buyer shall pay for the Title Commitment, Survey, and any costs associated with the Tests or any loan(s) to Buyer and Buyer's attorney's fees. Ad valorem real property taxes applicable to the Property will be prorated as of the Closing. The Seller is entitled to rents for the year in which the closing shall occur, if any.
Closing Costs; Prorations. Donee agrees to pay any and all closing costs in connection with the effectuation of the donation transaction contemplated by this Agreement, including as to the Closing and the transfer of the Property to Donee. Each party shall pay its own attorneys’ fees and any other consultants’ fees incurred in connection with the negotiation of this Agreement and/or the conveyance of the Property to Donee. Real estate taxes and assessments will be prorated as of the Closing Date
Closing Costs; Prorations. A. Each party shall pay its own legal fees.
B. Closing costs shall be borne by the party who customarily bears such costs in the jurisdiction where the Approved Project is located when real property is sold or purchased (as opposed to the sale and purchase of a membership interest) as if the Company or a Subsidiary Entity is the seller, on the one hand, and Non- Triggering Member is the buyer, on the other hand. Real estate taxes and special assessments on the Approved Project shall be prorated on the basis of the taxes and assessments paid for the most recent fiscal year that has been assessed and billed. If the actual taxes and special assessments for the year of the Buy/Sell Closing are not determinable at the Buy/Sell Closing, taxes and special assessments shall be re- prorated promptly after issuance of the tax ▇▇▇▇ for the year of closing. Collected rents and expense pass-throughs shall be adjusted to the date of the Buy/Sell Closing in the manner customary in the jurisdiction where the Approved Project is located. Management or development fees, insurance, debt service and other operating costs through the date of the Buy/Sell Closing shall be prorated and adjusted as of the Buy/Sell Closing. All adjustments shall be made on the basis of good faith estimates of the Members using currently available information, and final adjustment shall be made promptly after precise figures are determined or available, and in any event within 90 days after the Buy/Sell Closing. All prorations and adjustments shall be made without duplication and in a manner consistent with customary practice in the jurisdiction in which the Approved Project is located. Any disagreement between Non-Triggering Member and FL Triggering Member in such prorations and adjustments or otherwise in the calculation of the final net payment due FL Triggering Member shall be conclusively resolved by the Accountant.
C. The Buy Price shall be reduced by any distributions made by the Company to FL Triggering Member during the period between the determination of the Buy Price and the Buy/Sell Closing.
Closing Costs; Prorations. 19.1 Purchaser shall pay all Title insurance premiums and the cost of recording the deed.
19.2 Real estate taxes, if any, special assessments, utilities, operating expenses, including but not limited to water and sewer charges, if applicable, rent and all other customary items shall be prorated between the Parties as of the Closing, with charges, rents and other prorations for the day of Closing attributable to Purchaser. In the event that final, current real estate tax bills are unavailable at Closing, such taxes shall be prorated on the basis of the taxes for the most recent year for which tax bills are available.
19.3 The obligation of this Article 16 with regard to any adjustments or payments shall survive Closing for a period of up to sixty (60) calendar days so that the Parties may undertake a post- closing “true-up” to the extent that same is necessary for such items that may have been estimated at closing.
Closing Costs; Prorations. Seller shall pay the Brokerage Commission and the premium for the Title Policy, provided that if Buyer elects to obtain an ALTA extended form policy of title insurance and/or any endorsements, Buyer shall pay the difference in the premium relating to such election. Seller and Buyer shall each pay one-half (1/2) of the Escrow fees charged by the Escrow Holder. Any excise tax and/or transfer tax shall be paid in accordance with the local custom determined by the Title Company and applicable law. Real property taxes for the tax year of the Closing, assessments (if a Permitted Exception), personal property taxes, interest on assumed obligations, and utilities shall be prorated as of the Closing Date. Buyer shall be responsible for payment of all taxes, interest, and penalties, if any, upon removal of the Property from any special assessment or program.