Costs Expenses and Prorations Sample Clauses
The "COSTS, EXPENSES AND PRORATIONS" clause defines how financial responsibilities related to a transaction are allocated between the parties. It typically outlines which party is responsible for specific costs such as taxes, utilities, maintenance fees, or closing expenses, and specifies how these amounts are calculated and divided, often based on the date of transfer or closing. This clause ensures that each party pays their fair share of ongoing or accrued costs, preventing disputes and providing clarity on financial obligations during the transition of ownership or responsibility.
Costs Expenses and Prorations. 1. Escrow Agent shall charge STI with; (a) one-half (1/2) of the escrow fee, if any, (b) the conveyance fee required by law to be paid at the time the Deed is recorded, (c) the cost of canceling of record any lien on the Demised Premises, and (d) the cost of the Title Policy.
2. Escrow Agent shall charge CII (a) one-ha1f (1/2) of the escrow fee, if any, (b) all recording fees, and (c) all other and expenses incurred by the Escrow Agent associated with the transfer of the Demised Premises and Equipment to CII.
3. The Parties acknowledge and agree that: (a) at the commencement of the Lease CII deposited with STI a security deposit in the amount of Forty Thousand Dollars ($40,000) (the "Deposit"), (b) as of the date of this Agreement, STI has collected and is holding Nine Thousand Eighty-One and 34/l00 Dollars ($9,081.34) of deposits made by CII during 1999 for the payment of real estate taxes on the Real Property that become due in 2000 (the "1999 Tax Deposit AmoW1t"), (c) STI owes CII Five Thousand Eight Hundred Fifty-Six and 55/l00 Dollars ($5,856.55) for deposits made by CII in 1996 (the "1996 Tax Deposit Amount"), and (d) the Deposit will be split equally between the Parties. In order to effectuate the foregoing agreements; (x) at Closing, CII will receive a credit against the Purchase Price in the amount of Thirty-Four Thousand Nine Hundred Thirty-Seven and 89/100 Dollars ($34,937.89) (the sum of one-half (1/2) of the Deposit, the entire 1999 Tax Deposit Amount, and the entire 1996 Tax Deposit Amount), and (y) STI shall be entitled to retain the Deposit, the 1999 Tax Deposit Amount, and the 1996 Tax Deposit Amount that it currently holds, and (z) CII shall be responsible for paying all real estate taxes and assessments that are payable in January of 2000 and thereafter,
Costs Expenses and Prorations. The following Section 11.2(e) is hereby added as a new Section to Article 11 of the Purchase Agreement:
Costs Expenses and Prorations. (a) Personal property taxes with respect to the Sale Restaurants and the Purchased Assets and real property taxes allocable to year 2005 and prior years shall be the sole responsibility of Seller. Taxes allocable to year 2006 shall be prorated between the parties on the Closing Date as of the Effective Date based upon the most recently available tax bills therefor and adjusted upon receipt of actual bills.
(b) Rent and other charges payable under the Assigned Leases for the Seller Leased Premises shall be prorated between the parties on the Closing Date as of the Effective Date, regardless of the date of billing.
(c) Bills for utilities, telephone service and other items not specifically provided for herein which relate to a period prior to or after the Effective Date, the amounts of which are unknown as of the Closing Date, will be prorated as of the Effective Date between Purchaser and Seller and paid outside of Closing when the invoices therefor are received. Seller shall use reasonable efforts to cause utilities to be transferred on the Effective Date.
(d) Each party hereto shall be responsible for all other costs and expenses, including attorneys’ fees and other professional fees, incurred by it in connection with this matter or for deliveries required to be made by such party.
(e) Seller shall receive credit on the closing statement delivered on the Closing Date for all prepaid expenses and security deposits on hand with any utility provider or landlord, and Seller shall assign all of its right, title and interest in and to any such prepaid expenses and security deposits to Purchaser at Closing. Notwithstanding the foregoing, in the event any such deposits are not assignable, Seller shall be entitled to a refund thereof and shall reimburse Purchaser for any credit therefor reflected on the closing statement.
(f) Seller shall pay all fees and costs associated with Purchaser’s assumption of the Assumed Debt, including without limitation, transfer, assumption, application, legal, recording and filing fees (collectively, “Assumed Debt Transaction Fees”); provided, however, in the event of Closing, Seller shall receive credit for fifty percent (50%) of the Assumed Debt Transaction Fees. Assumed Debt Transaction Fees shall not include Seller’s attorney’s fees or any debt service payments.
(g) Seller shall pay all costs to clear title to the Purchased Assets so that they are delivered unencumbered as provided for herein.
(h) Seller shall pay all transfer, d...
Costs Expenses and Prorations