Common use of Credits and Prorations Clause in Contracts

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 xxxx 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 Xxxx 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. Purchaser shall be responsible to pay all real estate taxes for calendar year 2003 which are payable in calendar year 2004, without any credit therefor from Seller. (iii) Charges referred to in Section 4.4(a) hereof which are payable by any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of the same. (iv) As to utility charges referred to in Section 4.4(a)(iii) hereof, Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller’s obligation to pay such item directly in such case shall survive the Closing or any termination of this Agreement; (v) Purchaser shall be responsible for the payment of (A) all Tenant Inducement Costs (as hereinafter defined) and leasing commissions (whether arising pursuant to an agreement entered into by Purchaser or Seller) which become due and payable as a result of any new Leases, or any renewals, amendments or expansions of existing Leases, signed or entered into from and after the Closing Date or as a result of any options exercised by tenants after the Closing Date; and (B) all Tenant Inducement Costs and leasing commissions listed on Exhibit L attached hereto. At Closing, Seller shall give Purchaser a credit in the amount of $29,351.00, representing the Tenant Inducement Costs due and outstanding as of Closing with respect to Philips Electronic North America Corporation. For purposes hereof, the term “Tenant Inducement Costs” shall mean any out-of-pocket payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, lease buyout costs, and moving, design, refurbishment and club membership allowances. The term Tenant Inducement Costs shall not include loss of income resulting from any free rental period, it being agreed that Seller shall bear the loss resulting from any free rental period until the Closing Date and that Purchaser shall bear such loss from and after the Closing Date;

Credits and Prorations. (a) All income and expenses of the Property (other than real estate taxes) The following shall be apportioned by the Escrow Agent with respect to the Property as of 11:59 p.m.12:01 a.m., on the Closing Dateday of Closing, as if Seller Purchaser 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) rents which have been collected in respect of the month in which Closing occurs (the term "rents" as used in this Agreement includes all Rents, if anypayments due and payable by tenants under the Leases); (ii) utility charges for which Seller is liable, if any, such charges to be apportioned at Closing taxes (including personal property taxes on the basis Personal Property) and current installments of special assessments levied against 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 xxxx for each such utilityProperty; (iii) all amounts payable income and expenses under the Operating Agreements; and (iv) any other income or operating expenses and or other income and expense items pertaining to the PropertyProperty which are customarily prorated between a purchaser and a seller in the area in which the Property is located, including, without limitation, any prepaid rent, deposit and concession income. (b) In addition to and notwithstanding Notwithstanding anything contained in Section 4.4(a) hereofthe foregoing provisions: (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 At Closing, Seller the Escrow Agent shall be charged at Closing credit the account of Purchaser with an amount equal to that portion of such Assessments which relates any security deposits actually held by Seller pursuant to the period before Closing and Purchaser shall pay Leases (to the Assessments prior to their becoming delinquent. extent such security deposits have not been applied against delinquent rents or otherwise as provided in the Leases). (ii) Any such apportionment of taxes made with respect to a calendar or fiscal year, as the case may be, tax year for which the final Assessments tax rate or assessed valuation, or both, have not yet been fixed shall be based upon Seller’s reasonable estimate the tax rate and/or assessed valuation last fixed and an appropriate adjustment shall be made when such real property taxes are billed by the applicable governmental authorities. (iii) Seller shall cause final water, sewer, gas, electric and all other utility meter readings to be made as of the Assessments due for day of Closing or as close thereto as reasonably possible, and shall cooperate so as to cause the year in which Closing occurs. To the extent that the actual Assessments accruing against the Property for periods prior utilities 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 be transferred to the provisions Purchaser without interruption of Section 4.4(e) hereof ; (ii) Purchaser acknowledges that in Xxxx County, Illinois, real estate taxes for calendar year 2002 are payable in calendar year 2003 in two installments, the first of which has been paidservice. 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 2004final bills rendered by each such utility. Purchaser shall be responsible make application to and post any deposits required by the utility companies. The Escrow Agent shall have no responsibility for the proration of any such utility charges. Seller's obligation to pay all real estate taxes for calendar year 2003 which are payable in calendar year 2004, without any credit therefor from Seller. (iii) Charges referred to in Section 4.4(a) hereof which are payable by any tenant to a third party final utility bxxx shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to survive the tenant responsible therefor for the payment of the sameClosing. (iv) As to utility charges referred to The Personal Property is included in Section 4.4(a)(iii) hereofthis sale, Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled theretowithout further charge, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller’s obligation to pay such item directly in such case shall survive the Closing or any termination of this Agreement; (v) except that Purchaser shall be responsible for the payment of (A) all Tenant Inducement Costs (as hereinafter defined) and leasing commissions (whether arising pursuant to an agreement entered into by Purchaser or Seller) which become due and payable as a result of any new Leases, or any renewals, amendments or expansions of existing Leases, signed or entered into from and after the Closing Date or as a result of any options exercised by tenants after the Closing Date; and (B) all Tenant Inducement Costs and leasing commissions listed on Exhibit L attached hereto. At Closing, Seller shall give Purchaser a credit in pay the amount of $29,351.00, representing any and all sales or similar taxes payable in connection with the Tenant Inducement Costs due Personal Property and outstanding as of Closing with respect to Philips Electronic North America Corporation. For purposes hereof, the term “Tenant Inducement Costs” shall mean any out-of-pocket payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, lease buyout costs, and moving, design, refurbishment and club membership allowances. The term Tenant Inducement Costs shall not include loss of income resulting from any free rental period, it being agreed that Seller shall bear the loss resulting from any free rental period until the Closing Date and that Purchaser shall bear such loss from execute and after the Closing Date;deliver any tax returns required of it in connection therewith, said obligations of Purchaser to survive Closing.

Credits and Prorations. (a) All income and expenses in connection with the operation of the Property (other than real estate taxes) shall be apportioned apportioned, as of 11:59 p.m., 12:01 a.m. (local time at the Property) on the Closing Date, as if Seller Purchaser were vested with title to the Property during the entire 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 upon which preceding the Closing occursDate and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter. Such prorated items shall include include, without limitation limitation, the following: (i) all Rentsrents, 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 including operating expenses and tax reimbursements); (ii) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property, unless otherwise provided in Section 1.9 above; (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 (dated not more than fifteen (15) days prior to Closing) or, if unmetered, on the basis of a current xxxx for each such utility; (iii) all amounts payable under the Operating Agreements; and (ivv) any other operating expenses and or other income and expense items pertaining to the PropertyProperty which are customarily prorated between a purchaser and a seller in the area in which the Property is located. (b) In addition to and notwithstanding Notwithstanding anything contained in Section 4.4(a) hereofthe foregoing provisions: (i) Any assessments and other amounts At Closing, (“Assessments”A) that are payable Seller shall credit to the Prairie Stone account of Purchaser the amount of any security deposits shown in the Leases as having been paid (to the extent such security deposits have not been 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 Owners’ Association or which Seller shall assign to Purchaser, to the Transportation Management Association that are extent assignable, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. (ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If Assessments which have accrued against the Property taxes and assessments for the period prior to Closing current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such Assessments taxes and assessments which relates to the period before Closing and Purchaser shall pay the Assessments taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a calendar or fiscal year, as the case may be, tax year for which the final Assessments tax rate or assessed valuation, or both, have not yet been fixed shall be based upon Seller’s reasonable estimate of the Assessments due for the year in which Closing occurstax rate and/or assessed valuation last fixed. To the extent that the actual Assessments accruing against taxes and assessments for the Property for periods prior to Closing current year, when the tax xxxx is received, differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by the appropriate payments adjusting payment between themselves within thirty (30) days after such amounts are determined following ClosingPurchaser presents to Seller a copy of the final tax xxxx, subject Purchaser’s calculation of the reproration of the taxes and assessments and appropriate back-up materials related to the provisions of Section 4.4(e) hereof ; (ii) Purchaser acknowledges that in Xxxx Countycalculation. In addition, Illinois, real estate taxes for calendar year 2002 are payable in calendar year 2003 in two installments, Seller may inspect Purchaser’s books and records related to the first of which has been paid. Seller shall pay the second installment of real estate taxes for calendar year 2002 at or prior Property to Closing. Purchaser further acknowledges that real estate taxes for calendar year 2003 are payable in calendar year 2004. Purchaser shall be responsible to pay all real estate taxes for calendar year 2003 which are payable in calendar year 2004, without any credit therefor from Sellerconfirm Purchaser’s calculation. (iii) Charges referred to in Section 4.4(a) hereof which are payable by The advantage of any tenant to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor discounts for the payment prepayment by Seller of the sameany taxes, water rates or sewer rents shall be prorated at Closing. (iv) As to gas, electricity and other utility charges referred to in Section 4.4(a)(iii) hereofcharges, Seller may may, on notice to Purchaser Purchaser, elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller’s obligation to pay such item directly in such case shall survive the Closing or any termination of this Agreement;Closing. (v) Any reimbursements payable by any tenant under the terms of any tenant lease affecting the Property as of the Closing Date, which reimbursements pertain to such tenant’s pro rata share of increased operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall, to the extent not capable of being prorated at Closing, be prorated upon Purchaser’s actual receipt of any such reimbursements, on the basis of the number of days of Seller’s and Purchaser’s respective ownership of the Property during the period in respect of which such reimbursements are payable; and Purchaser agrees to pay to Seller, Seller’s pro rata portion of such reimbursements within thirty (30) days after Purchaser’s receipt thereof. Conversely, if any tenant under any such Lease shall become entitled at any time after Closing to a refund of tenant reimbursements actually paid by such tenant prior to Closing, then, Seller shall, within thirty (30) days following Purchaser’s demand therefor, pay to Purchaser any amount equal to Seller’s pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. (vi) Purchaser shall be responsible for the payment of (A) all Tenant Inducement Costs (as hereinafter defineddefined in this Section 4.4(b)(vi) below) and leasing commissions (whether arising pursuant to an agreement entered into by Purchaser or Seller) which become due and payable (whether before or after Closing) (1) as a result of any new Leases, or any renewals, amendments renewals or expansions of existing Leases, signed approved or entered into from deemed approved in accordance with Section 5.4 hereof between the Effective Date and after the Closing Date or as a result of any options exercised by tenants after the Closing Date; , and (2) under any new Leases, approved or deemed approved in accordance with Section 5.4 hereof, entered into between the Effective Date and the Closing Date, and (B) all Tenant Inducement Costs and leasing commissions listed on Exhibit L attached hereto. At Closing, Seller shall give Purchaser a credit in the amount of $29,351.00, representing the Tenant Inducement Costs which become due and outstanding as of Closing with respect to Philips Electronic North America Corporation. For purposes hereof, the term “Tenant Inducement Costs” shall mean any out-of-pocket payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, lease buyout costs, and moving, design, refurbishment and club membership allowances. The term Tenant Inducement Costs shall not include loss of income resulting from any free rental period, it being agreed that Seller shall bear the loss resulting from any free rental period until the Closing Date and that Purchaser shall bear such loss payable from and after the Closing Date;Date that are disclosed in those Leases and commission agreements listed on Exhibit B attached hereto.

Credits and Prorations. (a) All income and expenses of the Property (other than real estate taxes) The following shall be apportioned by the Escrow Agent with respect to the Property as of 11:59 p.m.12:01 a.m., on the Closing Dateday of Closing, as if Seller Purchaser 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) rents which have been collected in respect of the month in which Closing occurs (the term "rents" as used in this Agreement includes all Rents, if anypayments due and payable by tenants under the Leases); (ii) utility charges for which Seller is liable, if any, such charges to be apportioned at Closing taxes (including personal property taxes on the basis Personal Property) and current installments of special assessments levied against 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 xxxx for each such utilityProperty; (iii) all amounts payable income and expenses under the Operating Agreements; and (iv) any other income or operating expenses and or other income and expense items pertaining to the PropertyProperty which are customarily prorated between a purchaser and a seller in the area in which the Property is located, including, without limitation, any prepaid rent, deposit and concession income. (b) In addition to and notwithstanding Notwithstanding anything contained in Section 4.4(a) hereofthe foregoing provisions: (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 At Closing, Seller the Escrow Agent shall be charged at Closing credit the account of Purchaser with an amount equal to that portion of such Assessments which relates any security deposits actually held by Seller pursuant to the period before Closing and Purchaser shall pay Leases (to the Assessments prior to their becoming delinquent. extent such security deposits have not been applied against delinquent rents or otherwise as provided in the Leases). (ii) Any such apportionment of taxes made with respect to a calendar or fiscal year, as the case may be, tax year for which the final Assessments tax rate or assessed valuation, or both, have not yet been fixed shall be based upon Seller’s reasonable estimate the tax rate and/or assessed valuation last fixed and an appropriate adjustment shall be made when such real property taxes are billed by the applicable governmental authorities. (iii) Seller shall cause final water, sewer, gas, electric and all other utility meter readings to be made as of the Assessments due for day of Closing or as close thereto as reasonably possible, and shall cooperate so as to cause the year in which Closing occurs. To the extent that the actual Assessments accruing against the Property for periods prior utilities 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 be transferred to the provisions Purchaser without interruption of Section 4.4(e) hereof ; (ii) Purchaser acknowledges that in Xxxx County, Illinois, real estate taxes for calendar year 2002 are payable in calendar year 2003 in two installments, the first of which has been paidservice. 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 2004final bills rendered by each such utility. Purchaser shall be responsible make application to and post any deposits required by the utility companies. The Escrow Agent shall have no responsibility for the proration of any such utility charges. Seller's obligation to pay all real estate taxes for calendar year 2003 which are payable in calendar year 2004, without any credit therefor from Seller. (iii) Charges referred to in Section 4.4(a) hereof which are payable by any tenant to a third party final utility bill shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to survive the tenant responsible therefor for the payment of the sameClosing. (iv) As to utility charges referred to The Xxxsonal Property is included in Section 4.4(a)(iii) hereofthis sale, Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled theretowithout further charge, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller’s obligation to pay such item directly in such case shall survive the Closing or any termination of this Agreement; (v) except that Purchaser shall be responsible for the payment of (A) all Tenant Inducement Costs (as hereinafter defined) and leasing commissions (whether arising pursuant to an agreement entered into by Purchaser or Seller) which become due and payable as a result of any new Leases, or any renewals, amendments or expansions of existing Leases, signed or entered into from and after the Closing Date or as a result of any options exercised by tenants after the Closing Date; and (B) all Tenant Inducement Costs and leasing commissions listed on Exhibit L attached hereto. At Closing, Seller shall give Purchaser a credit in pay the amount of $29,351.00, representing any and all sales or similar taxes payable in connection with the Tenant Inducement Costs due Personal Property and outstanding as of Closing with respect to Philips Electronic North America Corporation. For purposes hereof, the term “Tenant Inducement Costs” shall mean any out-of-pocket payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, lease buyout costs, and moving, design, refurbishment and club membership allowances. The term Tenant Inducement Costs shall not include loss of income resulting from any free rental period, it being agreed that Seller shall bear the loss resulting from any free rental period until the Closing Date and that Purchaser shall bear such loss from execute and after the Closing Date;deliver any tax returns required of it in connection therewith, said obligations of Purchaser to survive Closing.

Credits and Prorations. (a) All income and expenses of the Property (other than real estate taxes) Properties shall be apportioned as of 11:59 p.m., 12:01 a.m. on the day of Closing Date, as if Seller Buyer were vested with title to the Property Properties during the entire day upon which Closing occurs. Such prorations, if and to the extent known and agreed upon as of the Closing, shall be paid by Buyer to Seller (if the prorations result in a net credit to Seller) or by Seller to Buyer (if the prorations result in a net credit to Buyer) by increasing or reducing the cash to be paid by Buyer at the Closing. Any such prorations not determined or not agreed upon as of the Closing shall be paid by Buyer to Seller, or by Seller to Buyer, as the case may be, in cash as soon as practicable following the Closing. Such prorated items shall include without limitation the following: (i) all RentsRents and any other income with respect to the Properties received by the Closing, if any; (ii) taxes and assessments (including personal property taxes on the Personal Property) levied against the Properties; (iii) any improvement assessment liens or other similar assessments which encumber the Properties, it being understood that Seller shall have no obligation to pay all or any portion of the principal amount of any such assessments, except to the extent required under the terms of such assessments to be paid prior to Closing; (iv) utility charges for which Seller is liable, if any, such charges to be apportioned at Closing tentatively 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 xxxx for each such utilityutility and adjusted when actual information is available; (v) all amounts payable with respect to the Operating Agreements and all Leasing Commissions and Tenant Inducement Costs as provided in Section 4.5(b)(vii) hereof; and (vi) any other operating expenses or other items pertaining to the Properties which are customarily prorated between a buyer and a seller in the County in which the Properties are located. (b) Notwithstanding anything contained in Section 4.5(a) hereof with respect to each Property: (i) Rent actually received under the Leases shall be apportioned as of the Closing Date. With respect to any Rent arrearages existing under the Leases on the Closing Date, after Closing, Buyer shall promptly pay to Seller any Rent actually collected by Buyer that is applicable to the period preceding the Closing Date and Seller shall promptly pay to Buyer any Rent actually collected by Seller that is applicable to the period on or after the Closing Date; provided, however, that (i) all Rent received by Seller or Buyer within the first ninety (90) day period after the Closing shall be applied first to delinquent Rent, if any, in the order of its maturity, and then to current Rent, and (ii) all Rent received by Seller or Buyer after the first ninety (90) day period after the Closing shall be applied first to then current Rent and then to delinquent Rent, if any, in the inverse order of maturity. After the Closing, Buyer shall make good faith efforts to collect all Rent arrearages in accordance with Buyer’s normal collection practices; provided, however, that Buyer need not institute litigation to collect Rent due under such Lease prior to Closing. Seller shall be permitted to pursue collection of any Rent arrearages applicable to the period prior to the Closing, provided that Buyer shall not incur any (and Seller shall indemnify, defend and hold Buyer harmless against) all cost, expense or liability in connection therewith and provided further that Seller shall not commence any, legal or equitable proceedings against any tenant with respect to the collection of any Rent arrearages following the Closing; (ii) At Closing, Seller shall credit to the account of Buyer the amount of any cash Security Deposits held by Seller pursuant to the Leases (to the extent such Security Deposits have not been applied against delinquent Rents under the Leases) and any interest earned thereon which by law or the terms of the Leases is required to be paid or refunded to tenants under the Leases; (iii) all amounts payable under the Operating Agreements; and (iv) any other operating expenses All real property taxes and other income and expense items pertaining assessments assessed or levied against or with respect to the Property. Property in 2007, which are due and payable in 2008, and for all tax years prior thereto (bincluding for the tax year 2006, which taxes were not timely billed in 2007, and therefore are now payable in 2008) 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 paidresponsibility of Seller. If Assessments which have accrued All real property taxes and assessments assessed or levied against or with respect to the Property for 2008, which are due and payable in 2009, and for all tax years thereafter shall be the period prior to Closing have not been paid before responsibility of Buyer. At Closing, Seller shall be charged pay all real property taxes and assessments assessed or levied against or with respect to the Property for which Seller is responsible as herein provided, to the extent the same are known and due and payable as of the Closing Date. If the actual amount of any real property taxes and assessments assessed or levied against or with respect to the Property for which Seller is responsible as herein provided are known as of the Closing Date, but not yet due and payable as of the Closing Date, then Buyer shall assume responsibility for the same and Buyer shall receive a credit against the Purchase Price at the Closing an for such real property taxes and assessments and Buyer shall thereafter pay such real property taxes and assessments when due. If the actual amount equal of any real property taxes and assessments assessed or levied against or with respect to that portion the Property for which Seller is responsible as herein provided are not yet known as of the Closing Date, then the parties shall estimate such real property taxes and assessments based upon the most recent assessment or available estimates and the following shall apply: (i) Buyer shall receive a credit against the Purchase Price at the Closing for such estimated amount of such Assessments real property taxes and assessments for which relates to the period before Closing Seller is responsible as herein provided; (ii) Buyer shall assume responsibility for payment of such taxes and Purchaser assessments and 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, same when due; and (iii) the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30re-prorate such taxes and assessments after the actual assessment(s) days after such amounts are determined following Closing, subject to the provisions of Section 4.4(e) hereof known; (ii) Purchaser acknowledges that in Xxxx 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. Purchaser shall be responsible to pay all real estate taxes for calendar year 2003 which are payable in calendar year 2004, without any credit therefor from Seller. (iiiiv) Charges referred to in Section 4.4(a4.5(a) hereof (including real property taxes and assessments pursuant to Section 4.5(a)(iii) hereof) which are payable by any tenant directly to a third party or which are reimbursable as Additional Rent as provided below shall not be apportioned hereunder, hereunder and Purchaser shall accept title subject to any of such charges unpaid and Purchaser Buyer shall look solely to the tenant responsible therefor for the payment of such charges; provided however, that with respect to this Section 4.5 (b)(iv), the samesame shall not apply to the extent that any such tenant(s) has paid such property taxes and/or assessments to Seller or its agent as a part of Additional Rent, or otherwise, for any period for which such taxes and assessments remain unpaid and outstanding in respect of the Real Estate. For purposes of clarity, if Seller has collected such amounts from any such tenant(s) in respect of accrued but unpaid taxes and assessments for which Buyer is responsible or for which Buyer has otherwise agreed to assume payment as provided in Section 4.5(b)(iii) above, Seller shall credit the same against the Purchase Price for the benefit of Buyer at Closing as further provided in Section 4.5(b)(vi); provided, however, that Seller shall not credit any such amounts against the Purchase Price to the extent that Seller is responsible for the payment of such property taxes and/or assessments pursuant to Section 4.5(b)(iii) above. If Seller shall have paid any of such charges on behalf of any tenant, and shall not have been reimbursed therefor by the time of Closing, Buyer shall credit to Seller an amount equal to all such charges so paid by Seller. (ivv) As to utility charges referred to in Section 4.4(a)(iii4.5(a)(iv) hereof, Seller may on upon notice to Purchaser Buyer elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller’s obligation to pay such item directly in such case shall survive the Closing or any termination of this Agreement; (vvi) Purchaser Any percentage rent, charges for real estate taxes, parking charges, operating and maintenance expenses, escalation rents or charges, electricity charges, cost of living increases or any other charges of a similar nature other than fixed or base Rent under the Leases (collectively, the “Additional Rents”) shall be prorated on the Closing Date between Buyer and Seller based on the best estimate of Buyer and Seller (and taking into account the prior year adjustments and a good faith estimate of any real property taxes and assessments). Prior to Closing, Seller shall deliver to Buyer for its review and approval a preliminary statement setting forth its estimate of the proration of such Additional Rents. Buyer and Seller shall complete a final proration of Additional Rents as soon as practicable after Closing, but in any event within ninety (90) days thereafter; provided, however, if such final proration cannot be reasonably completed within such ninety (90) day period because any real estate taxes and assessments for any applicable period are not yet known, then such final proration shall be completed as soon as such taxes and assessments are actually known. Prior to Closing, and as part of the preliminary statement, Seller shall provide Buyer with information regarding Additional Rents which were received by Seller prior to closing and the amount of reimbursable expenses paid by Seller prior to Closing. On or before the date which is sixty (60) days after Closing, Buyer shall deliver to Seller a reconciliation of all expenses reimbursable by tenants under the Leases, and the amount of Additional Rents received by Seller and Buyer relating thereto (the “Reconciliation”); provided, however, that if such Reconciliation cannot reasonably be completed within such sixty (60) day period because any real estate taxes or assessments for any applicable period are not yet known, then such Reconciliation shall be prepared by Buyer and delivered to Seller promptly following the date the same are actually known. Upon reasonable notice and during normal business hours, each party shall make available to the other all information reasonably required to confirm the Reconciliation. In the event of any overpayment of Additional Rents by the tenants to Seller, Seller shall promptly, but in no event later than fifteen (15) days after receipt of the Reconciliation, pay to Buyer the amount of such overpayment and Buyer, as the landlord under the particular Leases, shall pay or credit to each applicable tenant the amount of such overpayment. In the event of an underpayment of Additional Rents by the tenants to Seller, Buyer shall pay to Seller the amount of such underpayment within fifteen (15) days following Buyer’s receipt of any such amounts from the tenants and after the Closing Buyer shall make good faith efforts to collect any underpayments (including for any real estate taxes and assessments that are not yet known, when such amounts are known) in accordance with Buyer’s normal collection practices; provided, however, that Buyer need not institute litigation to collect the same under any Lease. Notwithstanding anything to the contrary herein, Seller shall deliver to Buyer or credit against the Purchase Price at Closing any amounts collected by Seller on account of Additional Rents from tenants, which based upon Seller’s estimates, exceeds the actual Additional Rent owing from such tenants through the Closing (i.e., amounts collected from such tenants on account of Additional Rent in excess of such tenants’ actual year-to-date share of expenses for which the same have been collected); and (vii) On the Closing Date, Buyer shall be responsible for the payment of (A) all “Tenant Inducement Costs Costs” (as hereinafter defined) and leasing commissions “Leasing Commissions” (whether arising pursuant to an agreement entered into by Purchaser or Seller) as hereinafter defined), which become due and payable (whether before or after Closing) as a result of any new “New Lease Documents” (as hereinafter defined) executed prior to Closing and approved or deemed approved by Buyer pursuant to Section 5.5(b), and all other reasonable third party attorneys’ fees that are incurred by Seller in connection therewith and evidenced by an invoice from any such third party attorney (“Legal Fees”), (B) all Tenant Inducement Costs, Leasing Commissions and Legal Fees with respect to those Leases or amendments to Leases identified on Schedule 4.5(b)(vii) hereof (herein, the “Specified Existing Leases”), or any renewalsand (C) all Tenant Inducement Costs, amendments or expansions of existing LeasesLeasing Commissions and Legal Fees with respect to New Lease Documents, signed or entered into from and after the Closing date of Closing; provided, however, that to the extent any tenant under a New Lease Document signed or executed after the Effective Date or as a result commences payment of any options exercised by tenants Rent under such New Lease Document prior to the Closing, then with respect to such Tenant Inducement Costs, Leasing Commissions and Legal Fees relating thereto, the same shall be prorated between Buyer and Seller, with Buyer responsible for that portion thereof equal to the number of days in the stated term of such New Lease Document after the Closing Dateand Seller responsible for that portion thereof equal to the number of days in the stated term prior to the Closing; and (B) all provided further, however, that should any such Leasing Commissions, Tenant Inducement Costs or Legal Fees be due and leasing commissions listed on Exhibit L attached hereto. At payable prior to Closing, Seller shall give Purchaser pay such commission or cost and upon Closing, Seller shall receive a credit in equal to the amount of $29,351.00such Leasing Commissions, representing the Tenant Inducement Costs due and outstanding as of Closing with respect to Philips Electronic North America Corporationor Legal Fees paid. For purposes hereof, the The term “Tenant Inducement Costs” shall mean any out-of-pocket payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costscost, lease buyout costs, and moving, design, refurbishment refurbishment, free rent, and club membership allowances. The term “Leasing Commissions” includes all expenses connected with or arising out of the negotiation, execution and delivery of the Leases, including brokers’ commissions, leasing fees and legal fees, if any. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be solely responsible for all Leasing Commissions, Tenant Inducement Costs shall not include loss of income resulting from and Legal Fees incurred with respect to all Leases executed or signed prior to the Effective Date (other than the Specified Existing Leases); provided, however, that to the extent that any free rental periodTenant Inducement Costs for which Seller is responsible as herein provided are unpaid, it being agreed that Seller shall bear the loss resulting from unexpired or otherwise apply to any free rental period until after the Closing Date or any Leasing Commissions or Legal Fees are unpaid as of the Closing Date, Buyer shall receive a credit against the Purchase Price for all such Tenant Inducement Costs, Leasing Commissions and that Purchaser shall bear Legal Fees. In such loss event, from and after the Closing Date;Buyer shall assume all obligations for any Tenant Inducement Costs, Leasing Commissions or Legal Costs for which Seller is otherwise responsible as herein provided to the extent of any credit received by Buyer against the Purchase Price at the Closing.