Closing Prorations and Adjustments. (a) A rent roll (updated to within 15 days prior to the Effective Time) and a proposed statement of prorations, and other adjustments shall be prepared by MRY3 in conformity with the provisions of this Agreement not less than three (3) business days prior to the Effective Time. For purposes of prorations, each Assignment shall be deemed to have occurred as of 12:01 a.m. on the date of the Effective Time. The following items are to be prorated or adjusted, as the case may require, as of the Effective Time:
A. real estate and personal property taxes and assessments;
B. the rent payable by tenants under the Commercial Leases; provided that rent and all other sums which are due and payable to MLP by any tenant but uncollected as of the Effective Time shall not be adjusted, but MRY3 shall use diligent efforts to collect said past-due rents and shall cause the rent and other sums for the period prior to the Effective Time to be remitted to MLP if, as and when collected. On the Effective Time, MLP shall deliver to MRY3 a schedule (prepared by MLP as of the most recent date available) of all such past due but uncollected rent and other sums owed by tenants. MRY3 shall promptly remit to MLP any such rent or other sums paid by scheduled tenants, notwithstanding that a deficiency in the then current rent is thereby created. MRY3 shall xxxx tenants who owe rent for periods prior to the Effective Time on a monthly basis for six consecutive months following the Effective Time. For amounts due MLP not collected within thirty (30) days after the Effective Time, MLP shall have the right to xxx to collect same, but in no event may MLP seek to evict any tenant or terminate any Commercial Lease;
C. the full amount of security deposits paid under the Commercial Leases, to the extent unapplied, together with interest thereon if required by law or otherwise; provided that (to the extent permitted by applicable law) MLP shall have the right to apply security deposits, if any, against delinquent rents and other obligations of the tenants;
D. water, electric, telephone and all other utility charges with respect to the Properties, and any assignable deposits with utility companies specifically allocable to the Properties (said assignable deposits being credited to MLP) (to the extent possible, utility prorations will be handled by meter readings on the Effective Time);
E. amounts due and prepayments under the Other Contracts or Equipment Leases;
F. assignable license and permit fees...
Closing Prorations and Adjustments. (i) A statement of prorations and adjustments shall be prepared by Acquiror in conformity with the provisions of this Agreement and submitted to Contributor for review not less than three (3) business days prior to the Closing Date. For purposes of prorations, Acquiror shall be deemed the owner of the Properties on the Closing Date. In addition to prorations and adjustments that may otherwise be provided for in this Agreement, the following items are to be prorated or adjusted (as the case requires) as of the Closing Date:
(a) the full amount of the security and other deposits paid under the Leases, together with interest thereon if required by law or under the Leases, shall be credited to Acquiror;
(b) To the extent such charges are not billed directly to Tenants, water, electricity, sewer, gas, telephone and other utility charges shall be prorated based, to the extent practicable, on final meter readings and final invoices, or, in the event final readings and invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final utility bills;
(c) Amounts paid or payable under any Service Contracts being assigned to Acquiror shall be prorated based, to the extent practicable, on final invoices or, in the event final invoices are not available, based on the most currently available billing information, and reprorated upon issuance of final invoices;
(d) All real estate, personal property and ad valorem taxes applicable to the Properties and levied with respect to calendar year 1998 shall be prorated on an accrual basis, as of the Closing Date, utilizing the actual final Tax Bills for the Properties for 1997 (or 1998 if available) adjusted for any announced changes in rates of taxation. Prior to or at Closing, Contributor shall pay or have paid all Tax Bills that are due and payable prior to or on the Closing Date and shall furnish evidence of such payment to Acquiror and the Title Company. Each party's respective obligations to reprorate real estate taxes shall survive the Closing and shall not merge into any instrument of conveyance delivered at Closing. The taxes to be prorated (i.e., county, school, city) for each Property and the billing and accrual schedule for each such tax are set forth in Exhibit K;
(e) All assessments, general or special, shall be prorated as of the Closing Date on a "due date" basis such that the Contributor shall be responsible for any installments of assessments which are f...
Closing Prorations and Adjustments. The prorations set forth in this Section 5.4 shall be on a Property-by-Property basis and not among, or between, Properties and shall not be allocated on an Applicable Share basis.
Closing Prorations and Adjustments. The prorations set forth in this Section 6.5 shall be on a Property-by-Property basis and not among, or between, Properties, and shall not be allocated on an Applicable Share basis.
6.5.1. General . With respect to each Property, all normal and customarily proratable items, including, without limitation, collected rents, operating expenses, personal property taxes, other operating expenses and fees, shall be prorated as of the Closing Date, the applicable Seller being charged or credited, as appropriate, for all of the same attributable to the period up to the Closing Date (and credited for any amounts paid by the applicable Seller attributable to the period on or after the Closing Date, if assumed by Purchaser) and Purchaser being responsible for, and credited or charged, as the case may be, for all of the same attributable to the period on and after the Closing Date. Each Seller shall prepare a proration schedule (the “Proration Schedule”) of the adjustments described in this Section 6.5 prior to Closing. Such adjustments shall be paid by Purchaser to the applicable Seller (if the prorations result in a net credit to such Seller) or by such Seller to Purchaser (if the prorations result in a net credit to Purchaser for such Property), by increasing or reducing the cash to be paid by Purchaser at Closing for such Property and delivery of any Seller's assignment of an Entity Interest to Purchaser.
Closing Prorations and Adjustments. The provisions of this Section 4.3 shall survive the Closing. Sellers shall prepare a statement of the prorations and adjustments required by this Agreement (the “Joint Closing Statement”) and submit it to Purchaser for approval at least three (3) Business Days prior to the Closing Date. The items listed below are to be prorated or adjusted as of the close of business on the Closing Date (it being understood that, for purposes of prorations and adjustments, Sellers shall be deemed the owner of the Property on the day immediately preceding the Closing Date and Purchaser shall be deemed the owner of the Property as of the day of the Closing Date (the “Adjustment Date”); provided, however, that in the event any of the Leases provide that a tenant is to directly pay any of the expenses set forth below in this Section 4.3 to a third party other than a Seller, then such amount shall not be prorated). The provisions of this Section 4.3 shall survive the Closing.
Closing Prorations and Adjustments. The provisions of this Section 4.3 shall survive the Closing. Seller shall prepare a statement of the prorations and adjustments required by this Agreement (the "CLOSING STATEMENT"), and submit it to Purchaser for approval at least one (1) business day prior to the Closing Date. The items listed below are to be equitably prorated or adjusted as of the close of business on the Closing Date, except as provided otherwise below, it being understood that for purposes of prorations and adjustments, Seller shall be deemed the owner of the Property on such day and Purchaser shall be deemed the owner of the Property as of the day after the Closing Date.
Closing Prorations and Adjustments. The provisions of this Section 4.3 shall survive the Closing. Seller shall prepare a statement of the prorations and adjustments required by this Agreement (the “Closing Statement”), and submit it to Purchaser for approval at least three (3) business days prior to the Closing Date. The items listed below are to be equitably prorated or adjusted as of the close of business on the Closing Date, it being understood that for purposes of prorations and adjustments, Purchaser shall be deemed the owner of the Property on such day.
Closing Prorations and Adjustments. (i) The following items are to be prorated or adjusted (as appropriate) as of the close of business on the day before the Closing Date, it being understood that for purposes of prorations and adjustments, Purchaser shall be deemed the owner of the Property as of the Closing Date. Notwithstanding the foregoing, if, due to late deposit of funds by or on behalf of Purchaser, Seller does not receive the net sale proceeds in time to invest such proceeds on the Closing Date, then Purchaser shall pay to Seller interest on the net sales proceeds for such day at a per annum rate equal to six percent (6%).
(a) real estate and personal property taxes and assessments (on the basis of the most recent ascertainable tax xxxx if the current xxxx is not then available);
(b) the "minimum" or "base" rent payable by tenants under the Leases; provided, however, that rent and all other sums which are due and payable to Seller by any tenant but uncollected as of the Closing shall not be adjusted, but Purchaser shall cause the rent and other sums for the period prior to Closing to be remitted to Seller if, as and when collected. At Closing, Seller shall deliver to Purchaser a schedule of all such past due but uncollected rent and other sums owed by tenants. Purchaser shall include the amount of such rent and other sums in the first bills thereafter submitted to the tenants in question after the Closing, and shall continue to do so for twelve (12) months thereafter. Purchaser shall promptly deliver to Seller a copy of each such xxxx submitted to tenants. Purchaser shall promptly remit to Seller any such rent or other sums paid by scheduled tenants, but only if a deficiency in the then current rent is not thereby
Closing Prorations and Adjustments. 5.3.1 A statement of prorations and other adjustments shall be prepared by Seller in conformity with the provisions of this Agreement and then submitted to Purchaser for review and approval not less than three (3) business days prior to the Closing Date. For purposes of prorations, Purchaser shall be deemed the owner of the Property on the Closing Date. In addition to prorations and other adjustments that may otherwise be provided for in this Agreement, the following items are to be prorated or adjusted, as the case may require, as of the Closing Date:
(a) Fiscal year real property taxes shall be prorated based upon the Closing Date with Seller being responsible for the taxes for any portion of the period from to occurring prior to the Closing Date
(b) Fiscal year real property taxes shall be prorated based upon the Closing Date with Seller being responsible for the taxes for any portion of the period from to occurring prior to the Closing Date.
(c) All special assessments, if any, shall be paid by Seller prior to or at Closing.
(d) water, electric, telephone and all other utility and fuel charges, fuel on hand (at cost plus sales tax and minus a reasonable sludge factor, if appropriate), and any assignable deposits with utility companies (to the extent possible, utility prorations will be handled by meter readings on the Closing Date);
(e) rents under any leases or occupancy contracts with respect the Property, if any;
(f) amounts due and prepayments under the Service Contracts;
(g) assignable license and permit fees; and
(h) other expenses of operation and similar items. Any proration (e.g. real property taxes) which must be estimated at Closing shall be re- prorated and finally adjusted as soon as practicable after the Closing Date upon receipt of tax bills for the relevant time period; otherwise all prorations shall be final.
Closing Prorations and Adjustments. Subject to Sections 13.4 and 15.6, all items of income and expense relating to the Property, including without limitation real and personal property taxes and local improvement district installments and other assessments and governmental fees and charges ("Taxes"), ground rents and other amounts payable under Ground Leases and REAs, rents and other amounts payable under equipment leases, common area maintenance and service costs, utilities, insurance costs and all other expenses of owning or ground leasing and operating the Property other than Taxes ("Operating Expenses"), utility deposits, interest on the Assumed Indebtedness, fees and charges under the Assumed Contracts, fixed, minimum and base rents due under the terms of the Leases and additional rent, common area maintenance charges, expense pass-throughs and other payments made by tenants to reimburse Sellers for Taxes and Operating Expenses, percentage, bonus, overage or other rent payable by each tenant on the basis of sales, income or profits, tenant security deposits, leasing commissions and fees, tenant allowances, and the cost of constructing tenant improvements shall be handled at and after Closing, and the Purchase Price shall be adjusted in respect thereof, in the manner provided on Schedule 13.1 hereto.
