Common use of Costs and Prorations Clause in Contracts

Costs and Prorations. (a) Purchaser will pay the following costs of Closing this transaction: (i) all Deed recordation fees and expenses; (ii) one-half of all settlement fees and other charges of the Title Company due in connection with the closing of this transaction; (iii) the cost of any surveys obtained by Purchaser and the cost of any other investigations, inspections, audits, examinations or the like made by or on behalf of Purchaser (to the extent not already paid); (iv) the premiums, fees, and all other costs relating to the issuance of: (A) any title policy issued in connection with any financing of the purchase of the Property by Purchaser (the "Loan Policy"); and (B) endorsements to the (I) Title Policy, except those endorsements the cost of which Seller has committed in writing to pay, and (II) the Loan Policy; (v) the fees and disbursements of Purchaser's counsel and any other expense(s) incurred by Purchaser or its representative(s) in inspecting or evaluating the Property or closing of this transaction; (vi) any and all charges, fees, costs and expenses in connection with Purchaser obtaining or recording any financing for the purchase of the Property; (vii) any fees or costs payable to any governmental entity in connection with this transaction including without limitation, obtaining a Certificate of Occupancy, a Certificate of Continued Occupancy, inspection fee or any other governmental approval; and (viii) all other costs, expenses, fees, taxes and disbursements with respect to this transaction not payable by Seller as set forth in (b) below. (b) Seller will pay the following costs of closing this transaction: (i) all real estate transfer taxes or similar taxes or any other fees or taxes due in connection with the transfer of the Property; (ii) the premiums, commitment issuance fees, title search and exam fees, and all other costs relating to the issuance of the Title Policy, except the premiums, fees and costs relating to the issuance of endorsements for which Purchaser is responsible pursuant to Paragraph 12(a)(iv)(B)(I) above; (iii) one-half of all settlement fees and other charges of the Title Company due in connection with the closing of this transaction; and (iv) all fees and disbursements of Seller's counsel. (i) Seller and Purchaser agree that all fees under the Contracts (other than the Terminated Contracts), and other income and utility charges shall be prorated on a calendar-year basis or other appropriate basis (taking into account the relevant billing and/or collection periods) as of midnight on the day immediately preceding the date of Closing, and that all personal property taxes and assessments shall be prorated on a calendar-year basis as of midnight on the day immediately preceding the date of Closing, provided, however, that fees and other income shall only be pro-rated to the extent paid. If Closing shall occur before the actual personal property taxes and assessments payable during such year are known, the apportionment of taxes shall be upon the basis of taxes and assessments payable during the year preceding the year in which Closing occurs. Seller and Purchaser promptly shall adjust the proration of such taxes and assessments, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the deed delivered hereunder but shall survive the Closing. In the event that accurate prorations and other adjustments cannot be made at Closing because current bills and other material information are not obtainable, Seller and Purchaser shall prorate on the best available information, subject to adjustment upon receipt of the final bills and/or material information. Purchaser shall use commercially reasonable efforts following Closing to collect any rents or other items of income not collected as of the Closing Date on Seller's behalf and Purchaser will tender the same to Seller upon receipt (which obligation of Purchaser shall survive the Closing and not be merged therein or merged with the Deed delivered in connection therewith); provided, however, that all rents and other items of income collected by Purchaser on or after the Closing Date shall first be applied to Purchaser's reasonable costs of collection, then all amounts due Purchaser at the time of collection (i.e., current rents and other items of income due Purchaser as the current owner of the Property) with the balance (if any) payable to Seller, but only to the extent of amounts delinquent and actually due Seller. For the period commencing on the Closing Date and ending sixty (60) days after the Closing Date (the "Seller Collection Period") the Seller shall have the right to collect such delinquencies directly from the party owing same (but the Seller shall not take any action to terminate any contracts or license agreement or take any other action other than collection of damages). After the expiration of the Seller Collection Period, the Seller shall not, and hereby waives any right it may have to, pursue any collection efforts or file or prosecute any litigation that was not filed during the Seller Collection Period against any tenant at the Property. The foregoing shall not limit (i) Seller's rights against the Operator with respect to any such delinquencies or to any other matters, and/or (ii) Purchaser's obligations set forth in this subparagraph (i). The terms and provisions of the two immediately preceding sentences (and Purchaser's obligations referred to therein) shall survive the Closing and not be merged therein (or with the Deed delivered in connection therewith). (ii) Seller and Purchaser agree that current real estate taxes and assessments, including storm water drainage fees, (if any) shall be prorated between the parties as of the Closing Date on a due date basis, with real estate taxes deemed paid in advance, which is to say that Seller shall be responsible for that portion of the real estate taxes and assessments levied during the twelve (12) months immediately preceding, but not including, the Closing Date, from the levy date for each such tax to, but not including, the Closing Date, and Purchaser shall be responsible for the real estate taxes and assessments from and after the Closing Date. As used in the preceding sentence, "levy date" means the day on which a general real estate tax becomes due and payable. The foregoing to the contrary notwithstanding, if, as a result of any tax protest or otherwise, any refund is paid or reduction of any real property or other tax or assessment is made available relating to the Property with respect to any period for which, under the terms of this Agreement, Seller is responsible, Seller shall be entitled to receive or retain such refund or the benefit of such reduction, less the equitable prorated costs of collection. Such refund shall be delivered to Seller within ten (10) days of receipt. Seller will not be responsible for any rollback taxes or similar retroactive taxes, fees or assessments. The terms and provisions of this Paragraph shall survive the Closing and not be merged therein (or with the Deed delivered in connection therewith). (d) Except as expressly provided herein, the purpose and intent of the provisions for prorations and apportionments set forth in this Paragraph 12 and elsewhere in this Agreement are for Seller to bear all expenses of ownership and operation of the Property and to receive all income therefrom applicable to period(s) occurring on or before midnight of the day preceding Closing and for Purchaser to bear all expenses and receive all such income applicable to period(s) thereafter. (e) Each party to this Agreement shall indemnify the other party and its respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys' fees) which such other party may sustain or incur as a result of the failure of either party to timely pay any of the costs described in this Paragraph 12 for which it has assumed responsibility. (f) All of the provisions contained in this Paragraph 12 shall survive Closing for one (1) year.

Costs and Prorations. (a) Purchaser will pay all of the following costs of Closing this transactiontransaction including, but not limited to, the following: (i) all Deed recordation fees and expensesexpenses and all mansion, realty transfer fee or similar taxes or any other fees or taxes due in connection with the transfer of the Property and/or recordation of the Deed and whether or not the same are not required by statute to be paid by Seller; (ii) one-half of all settlement fees and other charges of the Title Company (if any) due in connection with the closing of this transaction; (iii) the cost of any surveys obtained by Purchaser and the cost of any other investigations, inspections, audits, examinations or the like made by or on behalf of Purchaser (to the extent not already paid); (iv) the premiums, fees, title search fees and all other costs relating to the issuance of: (A) of the title policy, and any title policy and all special endorsements issued in connection with any financing of the purchase of the Property by Purchaser (the "Loan Policy"); and (B) endorsements this transaction, whether pursuant to the title commitment or otherwise; (Iiv) Title Policy, except those endorsements the cost of which Seller has committed in writing to pay, and (II) the Loan Policyany survey obtained by Purchaser; (v) the fees and disbursements of Purchaser's ’s counsel and any other expense(sexpenses(s) incurred by Purchaser or its representative(s) in inspecting or evaluating the Property or closing of this transaction; (vi) any and all charges, fees, costs and expenses in connection with Purchaser obtaining or recording any financing for the purchase of the Property; (vii) any fees or costs payable to any governmental entity in connection with this transaction including without limitation, obtaining a Certificate of Occupancy, a Certificate of Continued Occupancy, inspection fee or any other governmental approval; and (viii) all other costs, expenses, fees, taxes and disbursements with respect to this transaction not payable by Seller as set forth in (b) below. (b) Seller will pay the following costs of closing this transaction: (i) all real estate transfer taxes or similar taxes or any other fees or taxes due in connection with the transfer of the Property; (ii) the premiums, commitment issuance fees, title search and exam fees, and all other costs relating to the issuance of the Title Policy, except the premiums, fees and costs relating to the issuance of endorsements for which Purchaser is responsible pursuant to Paragraph 12(a)(iv)(B)(I) above; (iii) one-half of all settlement fees and other charges of the Title Company due in connection with the closing of this transaction; and (iv) all fees and disbursements of Seller's ’s counsel. (ic) Seller and Purchaser agree that all fees under the Contracts (other than the Terminated Contracts), rents and other income income, utility charges, real estate and utility charges shall be prorated on a calendar-year basis or other appropriate basis (taking into account the relevant billing and/or collection periods) as of midnight on the day immediately preceding the date of Closing, and that all personal property taxes and assessments shall be prorated on a calendar-year basis as of midnight on the day immediately preceding the date of Closing, provided, however, that fees and other income shall only be pro-rated to the extent paid. If Closing shall occur before the actual personal property taxes and special assessments payable during such year are known, the apportionment of taxes shall be upon the basis of taxes for the Property payable during the immediately preceding year, provided that if the taxes and special assessments payable during the year preceding the year in which Closing occurs. occurs are thereafter determined to be more or less than the taxes payable during the preceding year, Seller and Purchaser promptly shall adjust the proration of such taxes and special assessments, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the deed delivered hereunder but shall survive the Closing. In the event that accurate prorations and other adjustments cannot be made at Closing because current bills and other material information are not obtainable, Seller and Purchaser shall prorate on the best available information, subject to adjustment upon receipt of the final bills and/or material information. Purchaser shall use commercially reasonable efforts following Closing to collect any rents or other items of income not collected as of the Closing Date on Seller's behalf and Purchaser will tender the same to Seller upon receipt (which obligation of Purchaser shall survive the Closing and not be merged therein or merged with the Deed delivered in connection therewith); provided, however, that all rents and other items of income collected by Purchaser on or after the Closing Date shall first be applied to Purchaser's reasonable costs of collection, then all amounts due Purchaser at the time of collection (i.e., current rents and other items of income due Purchaser as the current owner of the Property) with the balance (if any) payable to Seller, but only to the extent of amounts delinquent and actually due Seller. For the period commencing on the Closing Date and ending sixty (60) days after the Closing Date (the "Seller Collection Period") the Seller shall have the right to collect such delinquencies directly from the party owing same (but the Seller shall not take any action to terminate any contracts or license agreement or take any other action other than collection of damages). After the expiration of the Seller Collection Period, the Seller shall not, and hereby waives any right it may have to, pursue any collection efforts or file or prosecute any litigation that was not filed during the Seller Collection Period against any tenant at the Property. The foregoing shall not limit (i) Seller's rights against the Operator with respect to any such delinquencies or to any other matters, and/or (ii) Purchaser's obligations set forth in this subparagraph (i). The terms and provisions of the two immediately preceding sentences (and Purchaser's obligations referred to therein) shall survive the Closing and not be merged therein (or with the Deed delivered in connection therewith). (ii) Seller and Purchaser agree that current real estate taxes and assessments, including storm water drainage fees, (if any) shall be prorated between the parties as of the Closing Date on a due date basis, with real estate taxes deemed paid in advance, which is to say that Seller shall be responsible for that portion of the real estate taxes and assessments levied during the twelve (12) months immediately preceding, but not including, the Closing Date, from the levy date for each such tax to, but not including, the Closing Date, and Purchaser shall be responsible for the real estate taxes and assessments from and after the Closing Date. As used in the preceding sentence, "levy date" means the day on which a general real estate tax becomes due and payable. The foregoing to the contrary notwithstanding, if, as a result of any tax protest or otherwise, any refund is paid or reduction of any real property or other tax or assessment is made available relating to the Property with respect to any period for which, under the terms of this Agreement, Seller is responsible, Seller shall be entitled to receive or retain such refund or the benefit of such reduction, less the equitable prorated costs of collection. Such refund shall be delivered to Seller within ten (10) days of receipt. Seller will not be responsible for any rollback taxes or similar retroactive taxes, fees or assessments. The terms and provisions of this Paragraph shall survive the Closing and not be merged therein (or with the Deed delivered in connection therewith). (d) Except as expressly provided herein, the purpose and intent of the provisions for prorations and apportionments set forth in this Paragraph 12 Section 14 and elsewhere in this Agreement are for Seller to bear all expenses of ownership and operation of the Property and to receive all income therefrom applicable to period(s) occurring on or before accruing through midnight of the day preceding Closing and for Purchaser to bear all expenses and receive all such income applicable to period(s) accruing thereafter. (e) Each party to this Agreement shall indemnify the other party and its respective successors and assigns . Further, from and against after the Closing Date, Purchaser shall assume all responsibility for and takes the Property subject to any other amounts with respect to the Property, and all loss, damage, cost, charge, Seller shall have no liability or expense (including court costs and reasonable attorneys' fees) which such with respect to any other party may sustain or incur as a result of amounts with respect to the failure of either party to timely pay any of the costs described in this Paragraph 12 for which it has assumed responsibility. (f) Property. All of the provisions contained in this Paragraph 12 Section 14 shall survive Closing for one (1) yearClosing.

Costs and Prorations. (a) Purchaser will pay the following costs of Closing closing this transaction: (i) all All Deed recordation fees and expensesexpenses and all mansion or similar taxes or any other fees or taxes due in connection with the recordation of each Deed and which are not required by statute or this Agreement to be paid by Seller; (ii) one-half of all All settlement fees and other charges of the Title Company due in connection with the closing of this transaction; (iii) the cost of any surveys obtained by Purchaser and the cost of any other investigations, inspections, audits, examinations or the like made by or on behalf of Purchaser (to the extent not already paid); (iv) the The premiums, fees, title search fees and all other costs relating to the issuance of: (A) of the title policy, and any title policy and all special endorsements issued in connection with any financing of the purchase of the Property by Purchaser (the "Loan Policy"); and (B) endorsements this transaction, whether pursuant to the title commitment or otherwise; (Iiv) Title Policy, except those endorsements the The cost of which Seller has committed in writing to pay, and (II) the Loan Policyany survey obtained by Purchaser; (v) the The fees and disbursements of Purchaser's ’s counsel and any other expense(sexpenses(s) incurred by Purchaser or its representative(s) in inspecting or evaluating the Property or closing of this transaction; (vi) any Any and all charges, fees, costs and expenses in connection with Purchaser obtaining or recording any financing for the purchase of the Property;; and (vii) Subject to Seller’s obligation under Paragraph 8(e) to cure governmental violations, any fees or costs payable to any governmental entity in connection with this transaction including without limitation, obtaining a Certificate of Occupancy, a Certificate of Continued Occupancy, inspection fee or any other governmental approval; and (viii) all other costs, expenses, fees, taxes and disbursements with respect to this transaction not payable by Seller as set forth in (b) below. (b) Seller will pay the following costs of closing this transaction: (i) all real estate transfer taxes or similar taxes or any other fees or taxes The New Jersey Realty Transfer Fee due in connection with the transfer recordation of the Propertyeach Deed; (ii) the premiums, commitment issuance fees, title search and exam fees, and all other costs relating Any fees or charges required by statute to the issuance of the Title Policy, except the premiums, fees and costs relating to the issuance of endorsements for which Purchaser is responsible pursuant to Paragraph 12(a)(iv)(B)(I) above;be paid by Seller; and (iii) one-half of all settlement fees and other charges of the Title Company due in connection with the closing of this transaction; and (iv) all The fees and disbursements of Seller's ’s counsel. (ic) Seller All revenues and Purchaser agree that all fees under the Contracts (expenses, including, but not limited to rents and any other than the Terminated Contracts)amounts paid or payable by tenants, personal property taxes, installment payments of special assessment liens, sewer charges, utility charges and other income and utility charges normally prorated operating expenses paid as of Closing shall be prorated as of 12:01 a.m. on the Closing Date on an “as and when collected or paid basis” and shall be adjusted against the Purchase Price due at Closing; provided that within sixty (60) days after Closing, Purchaser and Seller will make a calendarfurther adjustment for such rents, taxes or charges which may have accrued or been incurred prior to Closing, but not received or paid at that date. If, after Closing, it is determined that any item of income or expense was prorated at Closing in error or on the basis of an estimate, or if it is determined that the parties failed to prorate an item at Closing which should have been prorated, Purchaser and Seller promptly upon (but in no event later than fifteen (15) days after) discovery of such error, agree to calculate in good faith the proper proration of such item that should have been made, and, if it is determined that either party is required to pay the other a sum based on such post-year basis Closing adjustment, the party owing such sum shall pay the same to the other within fifteen (15) days after such amount has been determined. Notwithstanding the foregoing, all adjustments and prorations hereunder shall be deemed final on the first (1st) anniversary of Closing. (d) At Closing, Seller shall: (a) either (i) deliver to Purchaser the unapplied balance of all cash (or cash equivalent) security or other appropriate basis deposits paid by any of the tenants to secure their respective obligations under the Leases (taking into account collectively, the relevant billing and/or collection periods“Security Deposits”), or (ii) credit against the Purchase Price an amount equal to the unapplied balance of all cash Security Deposits; and (b) assign to Purchaser all of Seller’s interests in and to any letters of credit, bonds, notes or other instruments constituting non-cash Security Deposits under any of the Leases. If any Security Deposits are in the form of a letter of credit, then prior to the Closing, Seller shall use its reasonable efforts to cause each letter of credit issued as a security deposit in connection with a Lease, either to be: (x) reissued, assigned or transferred in favor of Purchaser (or its designee) as of midnight on the day immediately preceding Closing; or (y) otherwise amended or endorsed so as to render Purchaser (or its designee) the date beneficiary of such letter of credit as of the Closing. At the Closing, Seller shall assign its interest in the letter(s) of credit to Purchaser (to the extent assignable) and deliver the original letter of credit to Purchaser at the Closing. If any letter of credit issued as a security deposit under any Lease is not reissued, assigned, transferred, amended or endorsed in favor of Purchaser (or its designee) as of the Closing, then Seller after the Closing, at its cost, shall cooperate with Purchaser to cause each such letter of credit to be reissued, assigned, transferred, amended, or endorsed in favor of Purchaser (or its designee) as described above, and until any such letter of credit has been assigned, transferred, reissued, amended, or endorsed in favor of Purchaser (or its designee), Seller shall cooperate with Purchaser (or its designee) in effecting a draw of the letter of credit if Purchaser (or its designee), in Purchaser’s sole discretion, determines that all personal property it is entitled thereto in accordance with the terms of the applicable Lease and Seller shall pay to Purchaser any proceeds received by Seller from such letter(s) of credit, forthwith upon its receipt thereof. This provision shall not merge with the Deed delivered hereunder but shall survive Closing. (e) General real estate taxes and special assessments relating to the Property payable during the year in which Closing occurs shall be prorated on a calendar-year basis as of midnight on the day immediately preceding the date of Closing, provided, however, that fees and other income shall only be pro-rated to the extent paidClosing Date. If Closing shall occur before the actual personal property taxes and special assessments payable during such year are known, the apportionment of taxes shall be upon the basis of taxes for the Property payable during the immediately preceding year; provided that, if the taxes and special assessments payable during the year preceding the year in which Closing occurs. occurs thereafter are determined to be more or less than the taxes payable during the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly shall adjust the proration of such taxes and special assessments, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment adjustment. If, as the result of an appeal of the assessed valuation of the Property for any real estate tax year prior to (or including) the year of Closing, there is issued after Closing an administrative ruling, judicial decision or settlement by which the assessed value of the Property for such tax year is reduced, and this covenant a real estate tax refund or credit is issued, Seller shall not merge with be entitled to all such refunds, credits or reductions relating to the deed delivered hereunder but shall survive period prior to Closing, except to the extent that prior or then existing tenants in the Property are entitled to a portion of same under the express provisions of their Lease(s). To the extent any tax appeals or protests have been instituted or are pending at and as of Closing. In the event that accurate prorations and other adjustments cannot be made at Closing because current bills and other material information are not obtainable, Seller and Purchaser shall prorate on execute such documents as reasonably are necessary for Purchaser to assume any such tax appeal or protest and the best available information, subject prosecution thereof with attorneys or consultants reasonably acceptable to adjustment upon receipt of the final bills and/or material information. Purchaser shall use commercially reasonable efforts following Closing to collect any rents or other items of income not collected as of the Closing Date on Seller's behalf and Purchaser will tender the same to Seller upon receipt (which obligation of Purchaser shall survive the Closing and not be merged therein or merged with the Deed delivered in connection therewith); provided, however, that all rents and other items of income collected by Purchaser on or after the Closing Date shall first be applied agrees to Purchaser's reasonable costs of collection, then all amounts due Purchaser at the time of collection (i.e., current rents and other items of income due Purchaser as the current owner of the Property) with the balance (if any) payable remit to Seller, but only to the extent of amounts delinquent and actually due Seller. For the period commencing on the Closing Date and ending sixty (60) days after the Closing Date (the "Seller Collection Period") the Seller shall have the right to collect such delinquencies directly from the party owing same (but the Seller shall not take any action to terminate any contracts or license agreement or take any other action other than collection of damages). After the expiration of the Seller Collection Period, the Seller shall not, and hereby waives any right it may have to, pursue any collection efforts or file or prosecute any litigation that was not filed during the Seller Collection Period against any tenant at the Property. The foregoing shall not limit (i) Seller's rights against the Operator with respect to any such delinquencies or to any other matters, and/or (ii) Purchaser's obligations set forth in this subparagraph (i). The terms and provisions of the two immediately preceding sentences (and Purchaser's obligations referred to therein) shall survive the Closing and not be merged therein (or with the Deed delivered in connection therewith). (ii) Seller and Purchaser agree that current real estate taxes and assessments, including storm water drainage fees, (if any) shall be prorated between the parties as of the Closing Date on a due date basis, with real estate taxes deemed paid in advance, which is to say that Seller shall be responsible for that portion of the real estate taxes and assessments levied during the twelve (12) months immediately preceding, but not including, the Closing Date, from the levy date for each such tax to, but not including, the Closing Date, and Purchaser shall be responsible for the real estate taxes and assessments from and after the Closing Date. As used in the preceding sentence, "levy date" means the day on which a general real estate tax becomes due and payable. The foregoing to the contrary notwithstanding, if, as a result of any tax protest or otherwise, any refund is paid or reduction of any real property or other tax or assessment is made available relating to the Property with respect to any period for which, under the terms of this Agreement, Seller is responsible, Seller shall be entitled to receive or retain such refund or the benefit of such reduction, less the equitable prorated costs of collection. Such refund shall be delivered to Seller within ten (10) days after receipt by Purchaser, all refunds or an amount equal to all credits or reductions of receiptreal estate taxes obtained in connection with such tax appeal to the extent such refunds, credits or reductions relate to the period prior to Closing, and after deducting therefrom Seller’s pro rata share of attorneys’ fees and collection costs incurred in connection with obtaining such refunds, credits or reductions, calculated on the basis of the number of days during the period for which such refund, credit or reduction, was issued that Seller and Purchaser, respectively, owned the Property. Seller will This provision shall not be responsible for any rollback taxes or similar retroactive taxes, fees or assessments. The terms and provisions of this Paragraph shall survive the Closing and not be merged therein (or merge with the Deed delivered in connection therewith). (d) Except as expressly provided herein, the purpose and intent of the provisions for prorations and apportionments set forth in this Paragraph 12 and elsewhere in this Agreement are for Seller to bear all expenses of ownership and operation of the Property and to receive all income therefrom applicable to period(s) occurring on or before midnight of the day preceding Closing and for Purchaser to bear all expenses and receive all such income applicable to period(s) thereafter. (e) Each party to this Agreement hereunder but shall indemnify the other party and its respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys' fees) which such other party may sustain or incur as a result of the failure of either party to timely pay any of the costs described in this Paragraph 12 for which it has assumed responsibilitysurvive Closing. (f) All Amounts due or paid, if any, under all Contracts assumed by Purchaser shall be prorated as of Closing in accordance with the purposes and intent of this Agreement. (g) At Closing, Purchaser shall assume and be solely responsible and liable for all Landlord Lease Obligations (as hereinafter defined): (i) with respect to those Leases listed on Exhibit “H”, first coming due or arising after Closing, including those Landlord Lease Obligations accruing or arising as the result of the provisions exercise by a tenant under its Lease of any expansion, extension or renewal option contained therein; and (ii) with respect to any Lease entered into pursuant to Xxxxxxxxx 00, Xxxxxxxxx, at Closing, shall reimburse and pay to Seller all amounts for Landlord Lease Obligations expended by Seller in connection therewith; provided that Purchaser is given notice of any such amounts not less than three (3) business days prior to the Approval Date. For purposes of this Agreement, the term “Landlord Lease Obligations” shall mean and include: (a) all unpaid leasing commissions and brokerage fees in connection with the existing Leases or the exercise by the tenant thereunder of any extension, renewal or expansion option (provided, however, that Purchaser shall only assume responsibility for any of such commissions and fees pursuant to any brokerage agreement listed on Exhibit “J”), and all leasing commissions and brokerage fees payable in connection with the execution of a Lease entered into pursuant to Paragraph 12 shall survive Closing 13; (b) all unpaid tenant improvement allowances (if any) specified in such Lease required to be funded by landlord thereunder, including tenant allowances required to be funded upon the exercise by a tenant under its Lease of any extension, renewal, expansion or purchase option; (c) the cost of completing tenant improvements, if any, specified in the Lease to be performed by landlord, including tenant improvements to be performed by the landlord upon the exercise by a tenant under its Lease of any extension, renewal or expansion option; (d) expenses incurred or to be incurred pursuant to the terms of the Lease for one the purposes of satisfying or terminating the obligations of a tenant under another lease to the landlord thereunder (1whether or not such other lease covers space in the Property) yearand any other inducement to the tenant under such Lease pursuant to the terms thereof; (e) any costs associated with the negotiation, execution and delivery of such Lease (s), including attorneys’ and consultants’ fees and expenses; and (f) any “free” rent to the extent any tenant is entitled thereto pursuant to its lease.

Costs and Prorations. (a) At Closing, Purchaser will pay the following costs of Closing closing this transaction: (i) all All Deed recordation fees and expensesexpenses and all mansion or similar taxes or any other fees or taxes due in connection with the recordation of the Deed and which are not required by statute to be paid by Seller (it being acknowledged and agreed that Seller shall be responsible for the payment of all realty transfer fees and taxes pursuant to Paragraph 15(b)); (ii) one-half of all All settlement fees and other charges of the Title Company due in connection with the closing of this transaction; (iii) the cost of any surveys obtained by Purchaser and the cost of any other investigations, inspections, audits, examinations or the like made by or on behalf of Purchaser (to the extent not already paid); (iv) the The premiums, fees, title search fees and all other costs relating to the issuance of: (A) of the title policy, and any title policy and all special endorsements issued in connection with any financing of the purchase of the Property by Purchaser (the "Loan Policy"); and (B) endorsements this transaction, whether pursuant to the title commitment or otherwise; (Iiv) Title Policy, except those endorsements the The cost of which Seller has committed in writing to pay, and (II) the Loan Policyany survey obtained by Purchaser; (v) the The fees and disbursements of Purchaser's ’s counsel and any other expense(sexpenses(s) incurred by Purchaser or its representative(s) in inspecting or evaluating the Property or closing of this transaction; (vi) any Any and all charges, fees, costs and expenses in connection with Purchaser obtaining or recording any financing for the purchase of the Property; (vii) any fees or costs payable The Purchaser’s Commission Payment to any governmental entity in connection with this transaction including without limitation, obtaining a Certificate of Occupancy, a Certificate of Continued Occupancy, inspection fee or any other governmental approvalthe Broker; and (viii) Any and all other costs, expensescharges, fees, taxes costs and disbursements expenses of the Escrow Agent in connection with respect to this transaction not payable by Seller as set forth in (b) belowtransaction. (b) At Closing, Seller will pay the following costs of closing this transaction: (i) all real estate All realty transfer taxes or similar taxes or any other fees or and taxes due in connection with the transfer recordation of the PropertyDeed; (ii) the premiums, commitment issuance fees, title search and exam fees, and all other costs relating Any fees or charges required by statute to the issuance of the Title Policy, except the premiums, fees and costs relating to the issuance of endorsements for which Purchaser is responsible pursuant to Paragraph 12(a)(iv)(B)(I) abovebe paid by Seller; (iii) one-half of all settlement The fees and other charges disbursements of the Title Company due in connection with the closing of this transactionSeller’s counsel; and (iv) all fees and disbursements of The Seller's counsel’s Commission Payment to the Broker. (ic) Seller All revenues and Purchaser agree that all fees under expenses, including, but not limited to, rents and any other amounts paid or payable by the Contracts (other than the Terminated Contracts)Tenant, personal property taxes, installment payments of special assessment liens, sewer charges, utility charges and other income and utility charges normally prorated operating expenses paid as of Closing shall be prorated on a calendar-year basis or other appropriate basis (taking into account the relevant billing and/or collection periods) as of midnight 12:01 a.m. on the day immediately preceding Closing Date on an “as and when collected or paid basis” and shall be adjusted against the date Purchase Price due at Closing; provided that within sixty (60) days after Closing Purchaser and Seller will make a further adjustment for such rents, taxes or charges which may have accrued or been incurred prior to Closing, but not received or paid at that date. If, after Closing, it is determined that any item of income or expense was prorated at Closing in error or on the basis of an estimate, or if it is determined that the Parties failed to prorate an item at Closing which should have been prorated, Purchaser and Seller promptly upon (but in no event later than fifteen (15) days after) discovery of such error, agree to calculate in good faith the proper proration of such item that should have been made, and, if it is determined that either Party is required to pay the other a sum based on such post-Closing adjustment, the Party owing such sum shall pay the same to the other within fifteen (15) days after such amount has been determined by the Parties. Notwithstanding the foregoing, all adjustments and prorations hereunder shall be deemed final on the first (1st) anniversary of Closing, and that all personal property . (d) General real estate taxes and special assessments relating to the Property payable during the year in which Closing occurs shall be prorated on a calendar-year basis as of midnight on the day immediately preceding the date of Closing, provided, however, that fees and other income shall only be pro-rated to the extent paidClosing Date. If Closing shall occur before the actual personal property taxes and special assessments payable during such year are known, the apportionment of taxes shall be upon the basis of taxes for the Property payable during the immediately preceding year; provided that if the taxes and special assessments payable during the year preceding the year in which Closing occurs. occurs thereafter are determined to be more or less than the taxes payable during the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly shall adjust the proration of such taxes and special assessments, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment and this adjustment. This covenant shall not merge with the deed Deed delivered hereunder but shall survive the Closing. In If, as the event result of an appeal of the assessed valuation of the Property for any real estate tax year prior to (or including) the year of Closing, there is issued after Closing an administrative ruling, judicial decision or settlement by which the assessed value of the Property for such tax year is reduced, and a real estate tax refund or credit is issued, Seller shall be entitled to all such refunds, credits or reductions relating to the period prior to Closing, except to the extent that accurate prorations the Tenant is entitled to a portion of same under the express provisions of the Xxxx Lease. To the extent any tax appeals or protests have been instituted or are pending at and other adjustments cannot be made at Closing because current bills and other material information are not obtainableas of Closing, Seller and Purchaser shall prorate on execute such documents as reasonably are necessary for Purchaser to assume any such tax appeal or protest and the best available information, subject prosecution thereof with attorneys or consultants reasonably acceptable to adjustment upon receipt of the final bills and/or material information. Purchaser shall use commercially reasonable efforts following Closing to collect any rents or other items of income not collected as of the Closing Date on Seller's behalf and Purchaser will tender the same to Seller upon receipt (which obligation of Purchaser shall survive the Closing and not be merged therein or merged with the Deed delivered in connection therewith); provided, however, that all rents and other items of income collected by Purchaser on or after the Closing Date shall first be applied agrees to Purchaser's reasonable costs of collection, then all amounts due Purchaser at the time of collection (i.e., current rents and other items of income due Purchaser as the current owner of the Property) with the balance (if any) payable remit to Seller, but only to the extent of amounts delinquent and actually due Seller. For the period commencing on the Closing Date and ending sixty (60) days after the Closing Date (the "Seller Collection Period") the Seller shall have the right to collect such delinquencies directly from the party owing same (but the Seller shall not take any action to terminate any contracts or license agreement or take any other action other than collection of damages). After the expiration of the Seller Collection Period, the Seller shall not, and hereby waives any right it may have to, pursue any collection efforts or file or prosecute any litigation that was not filed during the Seller Collection Period against any tenant at the Property. The foregoing shall not limit (i) Seller's rights against the Operator with respect to any such delinquencies or to any other matters, and/or (ii) Purchaser's obligations set forth in this subparagraph (i). The terms and provisions of the two immediately preceding sentences (and Purchaser's obligations referred to therein) shall survive the Closing and not be merged therein (or with the Deed delivered in connection therewith). (ii) Seller and Purchaser agree that current real estate taxes and assessments, including storm water drainage fees, (if any) shall be prorated between the parties as of the Closing Date on a due date basis, with real estate taxes deemed paid in advance, which is to say that Seller shall be responsible for that portion of the real estate taxes and assessments levied during the twelve (12) months immediately preceding, but not including, the Closing Date, from the levy date for each such tax to, but not including, the Closing Date, and Purchaser shall be responsible for the real estate taxes and assessments from and after the Closing Date. As used in the preceding sentence, "levy date" means the day on which a general real estate tax becomes due and payable. The foregoing to the contrary notwithstanding, if, as a result of any tax protest or otherwise, any refund is paid or reduction of any real property or other tax or assessment is made available relating to the Property with respect to any period for which, under the terms of this Agreement, Seller is responsible, Seller shall be entitled to receive or retain such refund or the benefit of such reduction, less the equitable prorated costs of collection. Such refund shall be delivered to Seller within ten (10) days after receipt by Purchaser, all refunds or an amount equal to all credits or reductions of receipt. Seller will not be responsible for any rollback real estate taxes obtained in connection with such tax appeal to the extent such refunds, credits or similar retroactive taxesreductions relate to the period prior to Closing, fees or assessments. The terms and except to the extent that the Tenant is entitled to a portion of same under the express provisions of this Paragraph shall survive the Closing Xxxx Lease, and not be merged therein (or with the Deed delivered after deducting therefrom Seller’s pro rata share of attorneys’ fees and collection costs incurred in connection therewith). (d) Except as expressly provided hereinwith obtaining such refunds, credits or reductions, calculated on the purpose and intent basis of the provisions number of days during the period for prorations which such refund, credit or reduction, was issued that Seller and apportionments set forth in this Paragraph 12 and elsewhere in this Agreement are for Seller to bear all expenses of ownership and operation of Purchaser, respectively, owned the Property and to receive all income therefrom applicable to period(s) occurring on or before midnight of the day preceding Closing and for Purchaser to bear all expenses and receive all such income applicable to period(s) thereafterProperty. (e) Each party (i) At Closing, Purchaser shall assume and be solely responsible and liable for all Landlord Lease Obligations (as hereinafter defined) with respect to this Agreement shall indemnify the other party and its respective successors and assigns from and against any and all lossXxxx Lease, damagecoming due or arising after Closing, costincluding without limitation, charge, liability those Landlord Lease Obligations accruing or expense (including court costs and reasonable attorneys' fees) which such other party may sustain or incur arising as a the result of the failure exercise by Tenant under the Xxxx Lease of either party to timely pay any expansion, extension or renewal option contained therein. Purchaser shall indemnify Seller against all costs, claims and damages, including reasonable attorneys’ fees, suffered or sustained as the result of Purchaser’s breach of the costs described in this Paragraph 12 for which it has assumed responsibility. (f) All of the provisions covenants contained in this Paragraph 12 15(e). Seller shall survive Closing remain responsible and liable for one all Landlord Lease Obligations with respect to the Xxxx Lease, coming due or arising prior to Closing. Seller shall indemnify Purchaser against all costs, claims and damages, including reasonable attorneys’ fees, suffered or sustained as the result of Seller’s breach of the covenants contained in this Paragraph 15(e). For purposes of this Agreement, the term “Landlord Lease Obligations” shall mean and include: (1a) yearall unpaid leasing commissions and brokerage fees in connection with the Xxxx Lease or the exercise by the Tenant thereunder of any extension, renewal or expansion option; (b) all unpaid tenant improvement allowances (if any) specified in the Xxxx Lease required to be funded by landlord thereunder, including tenant allowances required to be funded upon the exercise by the Tenant under the Xxxx Lease of any extension, renewal or expansion option; (c) the cost of completing tenant improvements, if any, specified in the Xxxx Lease to be performed by landlord, including tenant improvements to be performed by the landlord upon the exercise by Tenant under the Xxxx Lease of any extension, renewal or expansion option; (d) any “free” rent to the extent the Tenant is entitled thereto pursuant to the Xxxx Lease; and (e) subject to Paragraph 15(e)(ii) below, any termination payment payable by landlord under the Xxxx Lease.

Costs and Prorations. (a) Purchaser will shall pay the following costs of Closing this transaction: (i) all Deed recordation fees and expenses; (ii) one-half of all settlement fees and other charges of the Title Company due in connection with the closing of this transaction; (iii) the cost of any surveys Survey obtained by Purchaser and pursuant to Section 9 hereof, the cost costs of any other investigationsPhase I environmental report obtained by Purchaser, inspectionsfifty percent (50%) of all transfer taxes, audits, examinations or the like made by or on behalf of Purchaser (document stamps and recording costs applicable to the extent not already paid); deed of transfer, fifty percent (iv50%) the premiums, fees, and all other costs relating to the issuance of: (A) any title policy issued in connection with any financing of the purchase of the Property by Purchaser (the "Loan Policy"); and (B) endorsements to the (I) premium for Purchaser’s Title Policy, except those endorsements the cost of which Seller has committed in writing to paydefined below, and fifty percent (II50%) of any costs of production of the Loan title search or abstract for the Property. Seller shall pay for the preparation of the deed of transfer, fifty percent (50%) of all transfer taxes, document stamps and recording costs applicable to the deed of transfer, fifty percent (50%) of the premium for Purchaser’s Title Policy; , defined below, and fifty percent (v50%) of any costs of production of the fees and disbursements of Purchaser's counsel and any other expense(s) incurred by title search or abstract for the Property. Purchaser or its representative(s) in inspecting or evaluating the Property or closing of this transaction; (vi) any and shall pay all charges, fees, costs and expenses in connection with Purchaser obtaining or recording incident to any financing obtained for the purchase of the Property; (vii) any fees . All other closing costs shall be borne in accordance with the custom in Xxxx County, California. Notwithstanding the foregoing or costs payable anything herein to any governmental entity in connection with this transaction including without limitationthe contrary, obtaining a Certificate the parties acknowledge and agree that the Seller shall be obligated to pay all taxes, utilities and expenses relating to the properties which are the subject of Occupancy, a Certificate the Residential Lease during the term of Continued Occupancy, inspection fee or any other governmental approval; and (viii) all other costs, expenses, fees, taxes and disbursements with respect to this transaction not payable by Seller as set forth in (b) belowsuch lease(s). (b) Seller will pay The following shall be prorated between the following costs parties as of closing this transaction: the Closing Date: (i) ad valorem property taxes constituting a lien against the Property for the year in which the Closing occurs and all real estate transfer taxes or similar taxes or any other fees or taxes due in connection unpaid assessments with the transfer of the Property; respect thereto, and (ii) the premiumsany rents and other tenant charges, commitment issuance fees, title search and exam feesutilities, and all other costs relating to operating expenses for the issuance of Property for the Title Policy, except the premiums, fees and costs relating to the issuance of endorsements for which Purchaser is responsible pursuant to Paragraph 12(a)(iv)(B)(I) above; calendar month (iii) one-half of all settlement fees and other charges of the Title Company due in connection with the closing of this transaction; and (iv) all fees and disbursements of Seller's counsel. (i) Seller and Purchaser agree that all fees under the Contracts (other than the Terminated Contracts), and other income and utility charges shall be prorated on a calendar-year basis or other appropriate basis (taking into account the relevant billing and/or collection periodsapplicable period if such rents or other tenant charges are not paid monthly) as of midnight on the day immediately preceding the date of Closing, and that all personal property taxes and assessments shall be prorated on a calendar-year basis as of midnight on the day immediately preceding the date of Closing, provided, however, that fees and other income shall only be pro-rated to the extent paid. If Closing shall occur before the actual personal property taxes and assessments payable during such year are known, the apportionment of taxes shall be upon the basis of taxes and assessments payable during the year preceding the year in which Closing occurs. In the event such proration is based upon a previous year’s taxes or assessment, after Closing, at such time as any of the taxes or assessments are capable of exact determination, the party having the information permitting the exact determination shall send to the other party a detailed report of the exact determination so made. Within thirty (30) days after both Seller and Purchaser promptly shall have received such report, Seller and Purchaser shall adjust the proration of such taxes and assessmentsamounts apportioned pursuant to the estimates made at Closing to reflect the exact determinations contained in the report, and Seller or Purchaser, as the case may be, shall pay to the other any whatever amount required as a result of such adjustment and this covenant shall not merge with the deed delivered hereunder but shall survive the Closing. In the event that accurate prorations and other adjustments cannot be made at Closing because current bills and other material information are not obtainable, Seller and Purchaser shall prorate on the best available information, subject to adjustment upon receipt of the final bills and/or material information. Purchaser shall use commercially reasonable efforts following Closing to collect any rents or other items of income not collected as of the Closing Date on Seller's behalf and Purchaser will tender the same to Seller upon receipt (which obligation of Purchaser shall survive the Closing and not be merged therein or merged with the Deed delivered in connection therewith); provided, however, that all rents and other items of income collected by Purchaser on or after the Closing Date shall first be applied to Purchaser's reasonable costs of collection, then all amounts due Purchaser at the time of collection (i.e., current rents and other items of income due Purchaser as the current owner of the Property) with the balance (if any) payable to Seller, but only to the extent of amounts delinquent and actually due Seller. For the period commencing on the Closing Date and ending sixty (60) days after the Closing Date (the "Seller Collection Period") the Seller shall have the right to collect such delinquencies directly from the party owing same (but the Seller shall not take any action to terminate any contracts or license agreement or take any other action other than collection of damages). After the expiration of the Seller Collection Period, the Seller shall not, and hereby waives any right it may have to, pursue any collection efforts or file or prosecute any litigation that was not filed during the Seller Collection Period against any tenant at the Property. The foregoing shall not limit (i) Seller's rights against the Operator with respect to any such delinquencies or to any other matters, and/or (ii) Purchaser's obligations set forth in this subparagraph (i). The terms and provisions of the two immediately preceding sentences (and Purchaser's obligations referred to therein) shall survive the Closing and not be merged therein (or with the Deed delivered in connection therewith). (ii) Seller and Purchaser agree that current real estate taxes and assessments, including storm water drainage fees, (if any) shall be prorated between the parties as of the Closing Date on a due date basis, with real estate taxes deemed paid in advance, which is necessary to say that Seller shall be responsible for that portion of the real estate taxes and assessments levied during the twelve (12) months immediately preceding, but not including, the Closing Date, from the levy date for each such tax to, but not including, the Closing Date, and Purchaser shall be responsible compensate for the real estate taxes and assessments from and after the Closing Date. As used in the preceding sentence, "levy date" means the day on which a general real estate tax becomes due and payable. The foregoing to the contrary notwithstanding, if, as a result of any tax protest or otherwise, any refund is paid or reduction of any real property or other tax or assessment is made available relating to the Property with respect to any period for which, under the terms of this Agreement, Seller is responsible, Seller shall be entitled to receive or retain such refund or the benefit of such reduction, less the equitable prorated costs of collection. Such refund shall be delivered to Seller within ten (10) days of receipt. Seller will not be responsible for any rollback taxes or similar retroactive taxes, fees or assessments. The terms and provisions of this Paragraph shall survive the Closing and not be merged therein (or with the Deed delivered in connection therewith)difference. (d) Except as expressly provided herein, the purpose and intent of the provisions for prorations and apportionments set forth in this Paragraph 12 and elsewhere in this Agreement are for Seller to bear all expenses of ownership and operation of the Property and to receive all income therefrom applicable to period(s) occurring on or before midnight of the day preceding Closing and for Purchaser to bear all expenses and receive all such income applicable to period(s) thereafter. (e) Each party to this Agreement shall indemnify the other party and its respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys' fees) which such other party may sustain or incur as a result of the failure of either party to timely pay any of the costs described in this Paragraph 12 for which it has assumed responsibility. (f) All of the provisions contained in this Paragraph 12 shall survive Closing for one (1) year.

Costs and Prorations. (a) Purchaser will shall pay the following costs of Closing this transaction: (i) any Survey obtained by Purchaser pursuant to Section 9 hereof, and the costs of any Phase I environmental report and all Deed recordation fees other inspections and expenses; (ii) one-half of all settlement fees and other charges of the Title Company due work performed or obtained by or for Purchaser in connection with its inspection of the closing Property. Seller shall pay for preparation of this transaction; (iii) the cost of any surveys obtained by Purchaser grant deed, all documentary or transfer taxes, and the cost of any other investigations, inspections, audits, examinations or the like made by or on behalf of Purchaser (recording costs applicable to the extent not already paid); (iv) grant deed, the premiums, fees, and all other costs relating to the issuance of: (A) any title policy issued in connection with any financing of the purchase of the Property by Purchaser (the "Loan Policy"); and (B) endorsements to the (I) premium for Purchaser’s CLTA Title Policy, except those endorsements the cost of which Seller has committed in writing to paydefined below, and (II) any costs of production of the Loan Policy; (v) title search or abstract for the fees and disbursements of Purchaser's counsel and any other expense(s) incurred by Property. Purchaser or its representative(s) in inspecting or evaluating the Property or closing of this transaction; (vi) any and shall pay all charges, fees, costs and expenses in connection with Purchaser obtaining or recording incident to any financing obtained for the purchase of the Property; (vii) any fees or costs payable , including but not limited to any governmental entity endorsement to the Title Policy or a separate lender’s policy of title insurance required by Purchaser’s lender, the premium for all endorsements to the Title Policy that Purchaser desires to obtain, and, notwithstanding the foregoing or anything herein to the contrary, the increase in connection the premium for the Title Policy resulting from Purchaser’s O01/16587.001/EscrowPhase2/Psa4.1(hhb) election to obtain a 2006 ALTA form policy rather than a CLTA form policy. All other closing costs shall be borne in accordance with this transaction including without limitationthe custom in Xxxx County, obtaining a Certificate of Occupancy, a Certificate of Continued Occupancy, inspection fee or any other governmental approval; and (viii) all other costs, expenses, fees, taxes and disbursements with respect to this transaction not payable by Seller as set forth in (b) belowCalifornia. (b) Seller will pay The following shall be prorated between the following costs parties as of closing this transaction: the Closing Date: (i) ad valorem property taxes constituting a lien against the Property for the year in which the Closing occurs and all real estate transfer taxes or similar taxes or any other fees or taxes due in connection unpaid assessments with the transfer of the Property; respect thereto, and (ii) the premiums, commitment issuance fees, title search and exam feesutilities, and all other costs relating to operating expenses for the issuance of Property for the Title Policy, except the premiums, fees and costs relating to the issuance of endorsements for which Purchaser is responsible pursuant to Paragraph 12(a)(iv)(B)(I) above; calendar month (iii) one-half of all settlement fees and other charges of the Title Company due in connection with the closing of this transaction; and (iv) all fees and disbursements of Seller's counsel. (i) Seller and Purchaser agree that all fees under the Contracts (other than the Terminated Contracts), and other income and utility charges shall be prorated on a calendar-year basis or other appropriate basis (taking into account the relevant billing and/or collection periodsapplicable period if such rents or other tenant charges are not paid monthly) as of midnight on the day immediately preceding the date of Closing, and that all personal property taxes and assessments shall be prorated on a calendar-year basis as of midnight on the day immediately preceding the date of Closing, provided, however, that fees and other income shall only be pro-rated to the extent paid. If Closing shall occur before the actual personal property taxes and assessments payable during such year are known, the apportionment of taxes shall be upon the basis of taxes and assessments payable during the year preceding the year in which Closing occurs. In the event such proration is based upon a previous year’s taxes or assessment, after Closing, at such time as any of the taxes or assessments are capable of exact determination, the party having the information permitting the exact determination shall send to the other party a detailed report of the exact determination so made. Within thirty (30) days after both Seller and Purchaser promptly shall have received such report, Seller and Purchaser shall adjust the proration of such taxes and assessmentsamounts apportioned pursuant to the estimates made at Closing to reflect the exact determinations contained in the report, and Seller or Purchaser, as the case may be, shall pay to the other any whatever amount required as a result of such adjustment and this covenant shall not merge with be necessary to compensate for the deed delivered hereunder but shall survive difference. Notwithstanding the Closing. In foregoing, the event that accurate prorations and other adjustments cannot be made at Closing because current bills and other material information are not obtainable, Seller and Purchaser shall prorate on the best available information, subject Lease is intended to adjustment upon receipt “pass through” all of the final bills and/or material information. Purchaser shall use commercially reasonable efforts following Closing foregoing costs and expenses to collect any rents or other items of income not collected as of the Closing Date on Seller's behalf and Purchaser will tender the same to Seller upon receipt (which obligation of Purchaser shall survive the Closing and not be merged therein or merged with the Deed delivered in connection therewith); provided, however, that all rents and other items of income collected by Purchaser on or after the Closing Date shall first be applied to Purchaser's reasonable costs of collection, then all amounts due Purchaser at the time of collection (i.e., current rents and other items of income due Purchaser as the current owner of the Property) with the balance (if any) payable to Seller, but only to the extent of amounts delinquent and actually due Seller. For the period commencing on the Closing Date and ending sixty (60) days after the Closing Date (the "Seller Collection Period") the Seller shall have the right to collect such delinquencies directly from the party owing same (but the Seller shall not take any action to terminate any contracts or license agreement or take any other action other than collection of damages). After the expiration of the Seller Collection Period, the Seller shall not, and hereby waives any right it may have to, pursue any collection efforts or file or prosecute any litigation that was not filed during the Seller Collection Period against any tenant at the Property. The foregoing shall not limit (i) Seller's rights against the Operator with respect to any such delinquencies or to any other matters, and/or (ii) Purchaser's obligations set forth in this subparagraph (i). The terms and provisions of the two immediately preceding sentences (and Purchaser's obligations referred to therein) shall survive the Closing and not be merged therein (or with the Deed delivered in connection therewith). (ii) Seller and Purchaser agree that current real estate taxes and assessments, including storm water drainage fees, (if any) shall be prorated between the parties as of the Closing Date on a due date basis, with real estate taxes deemed paid in advance, which is to say that Seller shall be responsible for that portion of the real estate taxes and assessments levied during the twelve (12) months immediately preceding, but not including, the Closing Date, from the levy date for each such tax to, but not including, the Closing Date, and Purchaser shall be responsible for the real estate taxes and assessments from and after the Closing Date. As used in the preceding sentence, "levy date" means the day on which a general real estate tax becomes due and payable. The foregoing to the contrary notwithstanding, if, as a result of any tax protest or otherwise, any refund is paid or reduction of any real property or other tax or assessment is made available relating to the Property with respect to any period for which, Tenant under the terms of this AgreementLease, Seller is responsible, Seller shall be entitled to receive or retain such refund or the benefit of such reduction, less the equitable prorated costs of collection. Such refund shall be delivered to Seller within ten (10) days of receipt. Seller will not be responsible for any rollback taxes or similar retroactive taxes, fees or assessments. The terms and provisions of this Paragraph shall survive the Closing and not be merged therein (or with the Deed delivered in connection therewith)after Closing. (d) Except as expressly provided herein, the purpose and intent of the provisions for prorations and apportionments set forth in this Paragraph 12 and elsewhere in this Agreement are for Seller to bear all expenses of ownership and operation of the Property and to receive all income therefrom applicable to period(s) occurring on or before midnight of the day preceding Closing and for Purchaser to bear all expenses and receive all such income applicable to period(s) thereafter. (e) Each party to this Agreement shall indemnify the other party and its respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys' fees) which such other party may sustain or incur as a result of the failure of either party to timely pay any of the costs described in this Paragraph 12 for which it has assumed responsibility. (f) All of the provisions contained in this Paragraph 12 shall survive Closing for one (1) year.