COSTS AND ADJUSTMENTS. At closing, the following items shall be adjusted or prorated between Seller and Purchaser:
a. Any real estate transfer taxes or sales taxes payable in connection with the sale of the Subject Property shall be paid in full by Purchaser.
b. Ad valorem taxes for the Subject Property for the current calendar year shall be prorated as of the date of closing, and Seller shall pay to Purchaser in cash at closing Seller's pro rata portion of such taxes. Seller's pro rata portion of such taxes shall be based upon taxes actually assessed for the current calendar year or, if for any reason such taxes for the Subject Property have not been actually assessed, such proration shall be based upon the amount of such taxes for the immediately preceding calendar year, and adjusted by cash settlement when exact amounts are available. However, anything herein to the contrary notwithstanding, any tax abatement or refund for a period of time prior to closing shall belong to Seller.
c. All other closing costs, including but not limited to, recording and escrow fees shall be divided equally between Seller and Purchaser; provided, however, that Seller and Purchaser shall each be responsible for the fees and expenses of their respective attorneys. Seller agrees to indemnify and hold Purchaser harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature (except those items which under the terms of this Contract specifically become the obligation of Purchaser), brought by third parties and based on events occurring on or before the date of closing and which are in any way related to the ownership, maintenance, or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Purchaser agrees to indemnify and hold Seller harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, brought by third parties and based on events occurring subsequent to the date of closing and which are in any way related to the ownership, maintenance or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Article XI shall survive the closing hereunder.
COSTS AND ADJUSTMENTS. At closing, the following items shall be adjusted or prorated between Seller and Purchaser:
COSTS AND ADJUSTMENTS. At closing, the following items shall be adjusted or prorated between Seller and Purchaser:
a. Ad valorem taxes for the Subject Property for the current calendar year shall be prorated as of the date of closing, and Seller shall pay to Purchaser in cash at closing Seller's prorata portion of such taxes. Seller's prorata portion of such taxes shall be based upon taxes actually assessed for the current calendar year.
b. All other closing costs, including but not limited to, recording and escrow fees shall be divided equally between Seller and Purchaser; provided, however, that Seller and Purchaser shall each be responsible for the fees and expenses of their respective attorneys. Seller agrees to indemnify and hold Purchaser harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature (except those items which under the terms of this Contract specifically become the obligation of Purchaser), brought by third parties and based on events occurring on or before the date of closing and which are in any way related to the ownership, maintenance, or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. Purchaser agrees to indemnify and hold Seller harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, brought by third parties and based on events occurring subsequent to the date of closing and which are in any way related to the ownership, maintenance or operation of the Subject Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees.
COSTS AND ADJUSTMENTS. (a) All utility costs and other operating expenses, rents, prepaid items and other similar items attributable to the Terminal Assets shall be prorated as of the time of Closing on the basis of the proportional number of days in the relevant determination period for such items, allocated to the Contributors for all days through and including the Closing Date, and to Acquirer for all days after the Closing Date. To the extent known prior to the Closing Date, such amounts shall be apportioned as of the Closing Date, and the net amount thereof shall be added to or deducted from, as the case may be, the Series A Cash Amount. Any such amounts which are not known or available for proration on the Closing Date shall be paid by Acquirer to the Contributors, or the Contributors to Acquirer, as applicable, as soon as practicable after such amount becomes available, but in no event later than 90 days after the applicable tax year that overlaps the Closing Date.
(b) Each of Acquirer, on one hand, and the Contributors, on the other hand, shall pay and be responsible for fifty percent (50%) of all fees and charges and/or transfer Taxes applicable to the transfer of the Membership Interests and any sales, use, excise, and any and all other Taxes, together with any interest, fines and penalties, as a result of the transfer of the Membership Interests or the contribution of the Terminal Assets to Holdings; provided, however, that each Contributor shall be responsible for its own income Taxes in respect of the transfer of the Membership Interests and the contribution of the Terminal Assets to Holdings pursuant to the transactions contemplated by this Agreement.
(c) The Contributors shall pay (or reimburse Acquirer) for fifty percent (50%) the fees and expenses of Xxxxxxx Xxxxxx L.L.P. related to the preparation and provision of the Legal Opinion, provided that the aggregate amount payable by the Contributors under this Section 1.3(c) shall not exceed $25,000.00.
COSTS AND ADJUSTMENTS. At closing, the following items shall be adjusted or prorated between Seller and Purchaser:
a. Seller shall pay and Purchaser shall receive a credit of up to $3,000 for any costs incurred by Purchaser with respect to the Survey;
b. Real estate and personal property ad valorem taxes for the Subject Property for the current calendar year shall be prorated, and Seller shall pay to Purchaser, as a credit against the purchase price, Seller’s pro rata portion of such taxes. Seller’s pro rata portion of such taxes shall be based upon taxes actually assessed for the current calendar year or, if for any reason such taxes for the Subject Property have not been actually assessed, such pro ration shall be based upon the amount of such taxes for the immediately preceding calendar year, and adjusted by cash settlement when exact amounts are available;
c. Seller shall pay for Purchaser’s owners title policy as set forth in Article VIII;
d. Purchaser shall pay for Seller’s lenders title policy as set forth in Article XI;
e. Recording fees and escrow fees shall be divided equally by Seller and Purchaser; and
f. Seller and Purchaser shall each be responsible for the fees and expenses of their respective attorneys.
COSTS AND ADJUSTMENTS. At closing, the following items shall be adjusted or prorated between Seller and Purchaser:
a. Any real estate transfer taxes or sales taxes payable in connection with the sale of the Subject Property shall be paid by the party and in the manner that is customary in Berkshire County, Massachusetts.
b. Real property taxes for the Subject Property for the current calendar year shall be prorated as of the date of closing, and Seller shall pay to Purchaser in cash at closing Seller's pro rata portion of such taxes. Seller's pro rata portion of such taxes shall be based upon taxes actually assessed for the current calendar year or, if for any reason such taxes for the Subject Property have not been actually assessed, such proration shall be based upon the amount of such taxes for the immediately preceding calendar year, and adjusted by cash settlement when exact amounts are available.
c. All other closing costs, including but not limited to, recording and escrow fees shall be paid by the Purchaser; provided, however, that Seller and Purchaser shall each be responsible for the fees and expenses of their respective attorneys.
COSTS AND ADJUSTMENTS. (a) All utility costs and other operating expenses, rents, prepaid items and other similar items attributable to the Terminal Assets shall be prorated as of the time of Closing on the basis of the proportional number of days in the relevant determination period for such items, allocated to the Seller for all days through and including the Closing Date, and to Purchaser for all days after the Closing Date. To the extent known prior to the Closing Date, such amounts shall be apportioned as of the Closing Date, and the net amount thereof shall be added to or deducted from, as the case may be, the Terminal Consideration. Any such amounts which are not known or available for proration on the Closing Date shall be paid by Purchaser to the Seller, or the Seller to Purchaser, as applicable, as soon as practicable after such amount becomes available, but in no event later than 90 days after the applicable tax year that overlaps the Closing Date.
(b) The Purchaser, on one hand, and the Seller, on the other hand, shall pay and be responsible for fifty percent (50%) of all fees and charges and/or transfer Taxes applicable to the transfer of the Terminal Assets.
COSTS AND ADJUSTMENTS. The purchase price will be adjusted as follows:
COSTS AND ADJUSTMENTS. At closing, the following items shall be adjusted or prorated between Seller and Purchaser:
a. Ad valorem taxes for the Subject Property for the current calendar year shall be prorated as of the date of closing, and Seller shall pay to Purchaser in cash at closing Seller's pro rata portion of such taxes. Seller's pro rata portion of such taxes shall be based upon taxes actually assessed for the current calendar year or, if for any reason such taxes for the Subject Property have not been actually assessed, such proration shall be based upon the amount of such taxes for the immediately preceding calendar year, and adjusted by cash settlement when exact amounts are available. However, anything herein to the contrary notwithstanding, any tax abatement or refund for a period of time prior to closing shall belong to Seller.
COSTS AND ADJUSTMENTS. 66 14.1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 14.2 Real Property Assets . . . . . . . . . . . . . . . . . . . . . . . . . 66 14.2.1 Rents and Expenses . . . . . . . . . . . . . . . . . . . . . 66 14.2.2 Ordinary Expenses . . . . . . . . . . . . . . . . . . . . . . 66 14.2.3
