Credits and Prorations Clause Samples
Credits and Prorations. (a) The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs:
(i) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases);
(ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property;
(iii) payments under the Operating Agreements;
(iv) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and
(v) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the area in which the Property is located.
(b) Notwithstanding anything contained in the foregoing provisions:
(i) At Closing, (A) Seller shall, at Seller’s option, either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rents or otherwise as provided in the Leases), and (B) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. In the event any security deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such security deposit by delivering to Purchaser an assignment of such security deposit to Purchaser with written instructions to the issuer of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment.
(ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax r...
Credits and Prorations. (a) If the transaction closes before 2:00 P.M. Eastern time on the Closing Date, all income and expenses in connection with the operation of the Property shall be apportioned, as of 12:01 A.M., on the Closing Date, as if Purchaser were vested with ownership of the Property during the entire Closing Date, and such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of all income and the burden of all expenses for all periods preceding the Closing Date. If the transaction closes after 2:00 P.M. Eastern Time on the Closing Date, all income and expenses in connection with the operation of the Property shall be apportioned, as of 12:01 A.M., on the day after the Closing Date, as if Purchaser were vested with ownership of the Property during the entire day after the Closing Date, and such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of all income and the burden of all expenses for all periods preceding the day after the Closing Date. Items (1)-(5) below will be prorated at Closing utilizing the information known at that time. A post-closing “true-up” shall take place within ninety (90) days of the Closing Date to adjust the prorations of said items (1), (3), (4) and (5), if necessary, and within a reasonable time to adjust the proration of said item (2), if necessary. Such prorated items shall include, without limitation, the following:
(1) rents, if any, based on the amount collected for the current month. The term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases other than refundable deposits, application fees, late charges, pet charges and termination payments (of which deposits and termination payments shall be treated as set forth in Section 4.4(b)(1) but such other amounts shall be retained by Seller);
(2) ad valorem taxes and assessments levied against the Property (including personal property taxes on the Tangible Personal Property), which shall be prorated as set forth in Section 4.4(b)(2) hereof;
(3) payments under the Service Contracts, which shall not include any “key” or “door” money;
(4) Seller utilizes the services of RUBS (residential utility billing service) to collect certain utility payments from tenants. All RUBS monies which have accrued to the credit of Seller which are unpaid at the Close of Escrow shall be credited to Seller. All other utility service charges for elec...
Credits and Prorations. The following adjustments to the Sale Price paid hereunder shall be made between the Seller and Buyer and shall be prorated (as applicable) on a per diem basis as of 12:01 a.m. on the Closing Date:
Credits and Prorations. (a) All income and expenses in connection with the operation of the Property shall be apportioned, as of 12:01 A.M., on the day after the Closing Date, as if Purchaser were vested with title to the Property after the Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day of the Closing Date and the Purchaser shall have the benefit of income and the burden of expenses for the day after the Closing Date and thereafter. The items below will be prorated at Closing utilizing the information known at that time. Such prorated items shall include, without limitation, the following:
(1) if applicable, annual assessments or similar periodic charges under any private covenants, conditions, restrictions or easements affecting the Property; and
(2) if applicable, any rents due under any leases, licenses and occupancy agreements of all or any part of the Property;
(3) all other items customarily prorated or required by any other provision of this Agreement to be prorated or adjusted, to the extent not specifically addressed herein; and At Closing, the amount of prorations and adjustments as aforesaid shall be determined or estimated to the extent practicable, and no further monetary adjustment shall be made between Seller and Purchaser after Closing. All prorations shall be final at Closing, except as set forth in the following paragraph.
(b) Notwithstanding anything contained in the foregoing provisions, any ad valorem taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following Closing within thirty (30) days following the issuance of a final tax bill for the year in which Closing occurs.
Credits and Prorations. (a) All income and expenses of the Property (other than real estate taxes) shall be apportioned as of 11:59 p.m., on the Closing Date, as if Seller were vested with title to the Property during the entire day upon which Closing occurs. Such prorated items shall include without limitation the following:
(i) all Rents, if any;
(ii) utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than fifteen (15) days prior to Closing) or, if unmetered, on the basis of a current ▇▇▇▇ for each such utility;
(iii) all amounts payable under the Operating Agreements; and
(iv) any other operating expenses and other income and expense items pertaining to the Property.
(b) In addition to and notwithstanding anything contained in Section 4.4(a) hereof:
(i) Any assessments and other amounts (“Assessments”) that are payable to the Prairie Stone Property Owners’ Association or the Transportation Management Association that are paid at or prior to Closing shall be prorated based upon the amounts actually paid. If Assessments which have accrued against the Property for the period prior to Closing have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such Assessments which relates to the period before Closing and Purchaser shall pay the Assessments prior to their becoming delinquent. Any such apportionment made with respect to a calendar or fiscal year, as the case may be, for which the final Assessments have not yet been fixed shall be based upon Seller’s reasonable estimate of the Assessments due for the year in which Closing occurs. To the extent that the actual Assessments accruing against the Property for periods prior to Closing differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days after such amounts are determined following Closing, subject to the provisions of Section 4.4(e) hereof ;
(ii) Purchaser acknowledges that in ▇▇▇▇ County, Illinois, real estate taxes for calendar year 2002 are payable in calendar year 2003 in two installments, the first of which has been paid. Seller shall pay the second installment of real estate taxes for calendar year 2002 at or prior to Closing. Purchaser further acknowledges that real estate taxes for calendar year 2003 are payable in calendar year 2004. Purcha...
Credits and Prorations. All income and expenses in connection with the operation of the Property shall be apportioned, as of 11:59 p.m. (local time) on the day prior to the Closing Date. Prorated and credited items shall include, without limitation, the following:
Credits and Prorations. (a) The following items shall be apportioned with respect to each Property, on a Property-by-Property basis, as of 11:59 p.m. on the day immediately preceding the date of the First Closing, the Second Closing or the Bay Park Closing, as applicable, on the basis of the actual number of days of the month which shall have elapsed as of the applicable Closing date and based upon the actual number of days in the month and a 365-day year and shall be set forth on a proration schedule prepared by Sellers and submitted to Buyer for its review and approval at least five (5) Business Days prior to the applicable Closing:
(i) scheduled rents from and including the date of Closing through the end of the month in which Closing occurs, (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases, including, without limitation, fixed rents, additional rents, percentage rents, escalation payments, and payments on account of real estate taxes, common area maintenance and other operating expenses), subject to the provisions of Sections 3.4(b)(viii) and 3.4(b)(ix) below;
(ii) all taxes, assessments and other impositions (including ad valorem and other real estate taxes, personal property taxes, water rates and sewer rents) assessed, imposed or charged upon or with respect to each Property or any component thereof (collectively, “Impositions”), in accordance with the provisions of Sections 3.4(b)(ii) below;
(iii) all amounts payable under the Contracts;
(iv) gas, electricity and other utility charges (if any) for which each Seller is liable, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing or, if unmetered, on the basis of a current ▇▇▇▇ for each such utility;
(v) permit, license and inspection fees, if any, on the basis of the calendar year for which levied;
(vi) fuel, if any, at the cost per gallon most recently charged to each Seller, based on the supplier’s measurements thereof, plus sales tax thereon, which measurements shall be given by Sellers to Buyer as close to the applicable closing date as is reasonably practicable, and which, absent manifest error, shall be conclusive and binding on Sellers and Buyer;
(vii) deposits on account with any utility company servicing a Property to the extent transferred to Buyer shall not be apportioned, but Sellers shall receive a credit in the full amount thereof, including accrued interest, if any; and
(viii) any other ...
Credits and Prorations. For purposes hereof, the term “Pre-Sale Company” means the Company prior to the sale and assignment by Seller of the Equity Interests, whereby Seller shall be deemed to own 89.4236% of the limited liability company interests in the Company, and the term “Post-Sale Company” means the Company after the sale and assignment by Seller of the Equity Interests, whereby Purchaser shall be deemed to own 89.4236% of the limited liability company interests in the Company. All prorations shall be made and determined as of 12:01 a.m. on the Closing Date. Items of income and expense of the Property shall be prorated on the basis of a 365-day year and the actual number of days in the applicable period. The following items shall be adjusted and apportioned, without duplication, between the Pre-Sale Company and the Post- Sale Company as follows:
Credits and Prorations. Real estate property taxes shall be apportioned with respect to the Property as of 12:01 a.m., on the Closing Date, as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs. Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days following Closing when such final amounts are known.
Credits and Prorations. 4.4.1 Pursuant to the other terms and provisions of this Section 4.4, the following shall be apportioned with respect to the Properties as of 12:01 a.m., on the day of Closing, as if Purchaser were vested with title to the Properties during the entire day upon which Closing occurs: (i) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Assigned Leases), (ii) taxes and assessments levied against the Properties (such to be done on a “cash basis”), (iii) payments under the Assigned Contracts, (iv) gas, electricity and other utility charges for which any Seller Entity is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing, and (v) any other operating expenses or other items pertaining to any Respective Property which are customarily prorated between a purchaser and a seller in the area in which the Respective Property is located.