Common use of Credits and Prorations Clause in Contracts

Credits and Prorations. The following provisions shall govern the apportionment of income and expenses with respect to the Property between Seller and Purchaser: (a) Real estate taxes and assessments and personal property taxes shall be prorated between Seller and Purchaser at Closing. If the Closing shall occur before the amount of taxes is fixed, the apportionment of taxes shall be made based upon the tax rate for the preceding year, applied to the latest assessed valuation of the Property. Upon receipt of the actual tax xxxx for the Property, the proration of taxes made at Closing shall be subject to adjustment pursuant to Section 4.4(i) below. (b) Expenses under the Operating Agreements shall be prorated between Seller and Purchaser at Closing. (c) Seller shall arrange for final meter readings on all utilities at the Property to be taken on the day preceding Closing or as close to that date as possible. Seller shall be responsible for the payment of utilities used through the day preceding the Closing Date and Purchaser shall be responsible for the payment of utilities used on or after the Closing Date. With respect to any utility for which there is no meter or for which a meter reading cannot be or is not obtained on the day preceding the Closing Date, the expenses for such utility shall be prorated between Seller and Purchaser at Closing based upon the most current xxxx for such utility. Any deposits for utilities shall inure to the benefit of and be deemed assigned to Purchaser. Seller and Purchaser shall cooperate to cause the transfer of utility company accounts from Seller to Purchaser. (d) Basic rents ("BASIC RENT") and additional rent relating to escalation and pass-throughs of operating and other similar expenses ("ADDITIONAL RENT") shall be prorated between Seller and Purchaser based upon Basic Rent and Additional Rent actually collected. All prepaid Basic Rent, Additional Rent and other income from the Property shall be credited to Purchaser at Closing, to the extent same is attributable to a period of time after Closing. With respect to Additional Rent which is paid based upon an estimate, with an end-of-year accounting and adjustment, after Closing Seller and Purchaser shall make any adjustments to the proration of such items made at Closing at such time as the final tax and operating expenses numbers become available and such end-of-year accountings are completed. Any Additional Rent which may be due Seller as a result of such re-prorations shall be paid by Purchaser to Seller if and when such Additional Rent is collected by Purchaser. (e) Basic Rent and Additional Rent which is delinquent and remains uncollected at Closing shall not be prorated between Seller and Purchaser at Closing. At Closing, Seller shall furnish to Purchaser a schedule of delinquent Basic Rent and Additional Rent due under the Leases. Purchaser shall pay Seller's prorata share of any delinquent Basic Rent and Additional Rent if and when collected by Purchaser; provided, however, that Purchaser shall use reasonable efforts (without having any obligation to terminate any lease or institute litigation) to collect or pursue the collection of same. It is understood and agreed that any Basic Rent or Additional Rent collected by Purchaser after Closing shall be applied first to currently due Basic Rent and Additional Rent. Purchaser shall hold all landlord's liens in the entireties thereof to enforce the payment of rentals to which Purchaser is entitled, and Seller shall be deemed to have transferred to Purchaser all of such landlord's liens. (f) All security deposits and other deposits payable to tenants under the Leases shall be credited to Purchaser at Closing. (g) Purchaser shall receive a credit at Closing of $80,000.00 for the amount required to replace the roof on the Improvements. (h) Purchaser shall receive a credit at Closing for the amount of (i) $56,229.12 representing the free rent under the Medical Edge Healthcare Group, Inc. lease from the Closing Date until October 1, 2004 (such amount to be reduced by $585.72 per day should the Closing Date be extended) ; and (ii) the unused tenant improvement allowance due to the tenant Medical Edge Healthcare Group, Inc. of $120,491.00 less any amounts delivered to said tenant or paid on tenants behalf by Seller prior to the Closing Date. (i) The prorations described in this Section 4.4 shall be made 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. All prorations described in this Section 4.4 shall be effected by increasing or decreasing, as the case may be, the amount of cash to be paid by Purchaser to Seller at Closing. Seller and Purchaser agree to adjust between themselves after Closing any errors or omissions in the prorations made at Closing; provided, however, that such prorations shall be deemed final and not subject to further post Closing adjustments if no such adjustments have been requested within one (1) year after the Closing Date.

Credits and Prorations. The following provisions shall govern the apportionment of (a) All income and expenses with respect to the Property between Seller and Purchaser: (a) Real estate taxes and assessments and personal property taxes shall be prorated between Seller and Purchaser at Closing. If the Closing shall occur before the amount of taxes is fixed, the apportionment of taxes shall be made based upon the tax rate for the preceding year, applied to the latest assessed valuation of the Property. Upon receipt of the actual tax xxxx for the Property, the proration of taxes made at Closing shall be subject to adjustment pursuant to Section 4.4(i) below. (b) Expenses under the Operating Agreements shall be prorated between Seller and Purchaser at Closing. (c) Seller shall arrange for final meter readings on all utilities at the Property to be taken on the day preceding Closing or as close to that date as possible. Seller shall be responsible for the payment of utilities used through the day preceding the Closing Date and Purchaser shall be responsible for the payment of utilities used on or after the Closing Date. With respect to any utility for which there is no meter or for which a meter reading cannot be or is not obtained on the day preceding the Closing Date, the expenses for such utility shall be prorated between Seller and Purchaser at Closing based upon the most current xxxx for such utility. Any deposits for utilities shall inure to the benefit of and be deemed assigned to Purchaser. Seller and Purchaser shall cooperate to cause the transfer of utility company accounts from Seller to Purchaser. (d) Basic rents ("BASIC RENT") and additional rent relating to escalation and pass-throughs of operating and other similar expenses ("ADDITIONAL RENT") shall be prorated between Seller and Purchaser based upon Basic Rent and Additional Rent actually collected. All prepaid Basic Rent, Additional Rent and other income from the Property shall be credited to Purchaser at Closing, to the extent same is attributable to a period of time after Closing. With respect to Additional Rent which is paid based upon an estimate, with an end-of-year accounting and adjustment, after Closing Seller and Purchaser shall make any adjustments to the proration of such items made at Closing at such time as the final tax and operating expenses numbers become available and such end-of-year accountings are completed. Any Additional Rent which may be due Seller as a result of such re-prorations shall be paid by Purchaser to Seller if and when such Additional Rent is collected by Purchaser. (e) Basic Rent and Additional Rent which is delinquent and remains uncollected at Closing shall not be prorated between Seller and Purchaser at Closing. At Closing, Seller shall furnish to Purchaser a schedule of delinquent Basic Rent and Additional Rent due under the Leases. Purchaser shall pay Seller's prorata share of any delinquent Basic Rent and Additional Rent if and when collected by Purchaser; provided, however, that Purchaser shall use reasonable efforts (without having any obligation to terminate any lease or institute litigation) to collect or pursue the collection of same. It is understood and agreed that any Basic Rent or Additional Rent collected by Purchaser after Closing shall be applied first to currently due Basic Rent and Additional Rent. Purchaser shall hold all landlord's liens in the entireties thereof to enforce the payment of rentals to which Purchaser is entitled, and Seller shall be deemed to have transferred to Purchaser all of such landlord's liens. (f) All security deposits and other deposits payable to tenants under the Leases shall be credited to Purchaser at Closing. (g) Purchaser shall receive a credit at Closing of $80,000.00 for the amount required to replace the roof on the Improvements. (h) Purchaser shall receive a credit at Closing for the amount of (i) $56,229.12 representing the free rent under the Medical Edge Healthcare Group, Inc. lease from the Closing Date until October 1, 2004 (such amount to be reduced by $585.72 per day should the Closing Date be extended) ; and (ii) the unused tenant improvement allowance due to the tenant Medical Edge Healthcare Group, Inc. of $120,491.00 less any amounts delivered to said tenant or paid on tenants behalf by Seller prior to the Closing Date. (i) The prorations described in this Section 4.4 shall be made apportioned as of 12:01 a.m. a.m., on the day of Closing Date, as if Purchaser Buyer were vested with title to the Property during the entire day upon which Closing occurs. All prorations described Such prorated items include without limitation the following: (i) taxes and assessments levied against the Property; (ii) utility charges respecting the Property 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; and (iii) operating expenses with respect to irrigation and common area landscaping pertaining to the Property. (b) Notwithstanding anything contained in Section 4.4(a) hereof, any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments due and payable 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 Buyer 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 fixed for the immediately preceding tax year. Buyer shall pay all supplemental taxes resulting from the change in ownership and reassessment occurring as of the Closing Date. (c) Any revenue or expense amount which cannot be ascertained with certainty as of Closing shall be prorated on the basis of the parties’ reasonable estimates of such amount, and such agreed upon estimates shall be final and binding. (d) The provisions of this Section 4.4 shall be effected by increasing or decreasing, as the case may be, the amount of cash to be paid by Purchaser to Seller at survive Closing. Seller and Purchaser agree to adjust between themselves after Closing any errors or omissions in the prorations made at Closing; provided, however, that such prorations shall be deemed final and not subject to further post Closing adjustments if no such adjustments have been requested within one (1) year after the Closing Date.

Credits and Prorations. (a) The following provisions shall govern the apportionment of income and expenses be apportioned with respect to the Property between Seller and Purchaser: (a) Real estate taxes and assessments and personal property taxes shall be prorated between Seller and Purchaser at Closing. If the Closing shall occur before the amount as of taxes is fixed12:01 a.m., the apportionment of taxes shall be made based upon the tax rate for the preceding year, applied to the latest assessed valuation of the Property. Upon receipt of the actual tax xxxx for the Property, the proration of taxes made at Closing shall be subject to adjustment pursuant to Section 4.4(i) below. (b) Expenses under the Operating Agreements shall be prorated between Seller and Purchaser at Closing. (c) Seller shall arrange for final meter readings on all utilities at the Property to be taken on the day preceding Closing or as close to that date as possible. Seller shall be responsible for the payment of utilities used through the day preceding the Closing Date and Purchaser shall be responsible for the payment of utilities used on or after the Closing Date. With respect to any utility for which there is no meter or for which a meter reading cannot be or is not obtained on the day preceding the Closing Date, the expenses for such utility shall be prorated between Seller and Purchaser at Closing based upon the most current xxxx for such utility. Any deposits for utilities shall inure to the benefit of and be deemed assigned to Purchaser. Seller and Purchaser shall cooperate to cause the transfer of utility company accounts from Seller to Purchaser. (d) Basic rents ("BASIC RENT") and additional rent relating to escalation and pass-throughs of operating and other similar expenses ("ADDITIONAL RENT") shall be prorated between Seller and Purchaser based upon Basic Rent and Additional Rent actually collected. All prepaid Basic Rent, Additional Rent and other income from the Property shall be credited to Purchaser at Closing, to the extent same is attributable to a period of time after Closing. With respect to Additional Rent which is paid based upon an estimate, with an end-of-year accounting and adjustment, after Closing Seller and Purchaser shall make any adjustments to the proration of such items made at Closing at such time as the final tax and operating expenses numbers become available and such end-of-year accountings are completed. Any Additional Rent which may be due Seller as a result of such re-prorations shall be paid by Purchaser to Seller if and when such Additional Rent is collected by Purchaser. (e) Basic Rent and Additional Rent which is delinquent and remains uncollected at Closing shall not be prorated between Seller and Purchaser at Closing. At Closing, Seller shall furnish to Purchaser a schedule of delinquent Basic Rent and Additional Rent due under the Leases. Purchaser shall pay Seller's prorata share of any delinquent Basic Rent and Additional Rent if and when collected by Purchaser; provided, however, that Purchaser shall use reasonable efforts (without having any obligation to terminate any lease or institute litigation) to collect or pursue the collection of same. It is understood and agreed that any Basic Rent or Additional Rent collected by Purchaser after Closing shall be applied first to currently due Basic Rent and Additional Rent. Purchaser shall hold all landlord's liens in the entireties thereof to enforce the payment of rentals to which Purchaser is entitled, and Seller shall be deemed to have transferred to Purchaser all of such landlord's liens. (f) All security deposits and other deposits payable to tenants under the Leases shall be credited to Purchaser at Closing. (g) Purchaser shall receive a credit at Closing of $80,000.00 for the amount required to replace the roof on the Improvements. (h) Purchaser shall receive a credit at Closing for the amount of (i) $56,229.12 representing the free rent under the Medical Edge Healthcare Group, Inc. lease from the Closing Date until October 1, 2004 (such amount to be reduced by $585.72 per day should the Closing Date be extended) ; and (ii) the unused tenant improvement allowance due to the tenant Medical Edge Healthcare Group, Inc. of $120,491.00 less any amounts delivered to said tenant or paid on tenants behalf by Seller prior to the Closing Date. (i) The prorations described in this Section 4.4 shall be made 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: (i) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (ii) 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 (iii) 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) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. All prorations described in 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. (ii) Seller shall receive the entire advantage of any discounts for the prepayment by it of any taxes, water rates or sewer rents. (c) The provisions of this Section 4.4 shall be effected by increasing or decreasing, as the case may be, the amount of cash to be paid by Purchaser to Seller at survive Closing. Seller and Purchaser agree to adjust between themselves after Closing any errors or omissions in the prorations made at Closing; provided, however, that such prorations shall be deemed final and not subject to further post Closing adjustments if no such adjustments have been requested within one (1) year after the Closing Date.

Credits and Prorations. The following provisions shall govern the apportionment of income and expenses with respect to the Property between Seller and Purchaser: (a) Real estate taxes All normal and assessments and personal property taxes shall be prorated between Seller and Purchaser at Closing. If the Closing shall occur before the amount customary expenses of taxes is fixed, the apportionment of taxes shall be made based upon the tax rate for the preceding year, applied to the latest assessed valuation of the Property. Upon receipt of the actual tax xxxx for the Property, the proration of taxes made at Closing shall be subject to adjustment pursuant to Section 4.4(i) below. (b) Expenses under the Operating Agreements shall be prorated between Seller and Purchaser at Closing. (c) Seller shall arrange for final meter readings on all utilities at the Property to be taken on the day preceding Closing or as close to that date as possible. Seller shall be responsible for the payment of utilities used through the day preceding the Closing Date and Purchaser shall be responsible for the payment of utilities used on or after the Closing Date. With respect to any utility for which there is no meter or for which a meter reading cannot be or is not obtained on the day preceding the Closing Date, the expenses for such utility shall be prorated between Seller and Purchaser at Closing based upon the most current xxxx for such utility. Any deposits for utilities shall inure to the benefit of and be deemed assigned to Purchaser. Seller and Purchaser shall cooperate to cause the transfer of utility company accounts from Seller to Purchaser. (d) Basic rents ("BASIC RENT") and additional rent relating to escalation and pass-throughs of operating and other similar expenses ("ADDITIONAL RENT") shall be prorated between Seller and Purchaser based upon Basic Rent and Additional Rent actually collected. All prepaid Basic Rent, Additional Rent and other income from the Property shall be credited to Purchaser at Closing, to the extent same is attributable to a period of time after Closing. With respect to Additional Rent which is paid based upon an estimate, with an end-of-year accounting and adjustment, after Closing Seller and Purchaser shall make any adjustments to the proration of such items made at Closing at such time as the final tax and operating expenses numbers become available and such end-of-year accountings are completed. Any Additional Rent which may be due Seller as a result of such re-prorations shall be paid by Purchaser to Seller if and when such Additional Rent is collected by Purchaser. (e) Basic Rent and Additional Rent which is delinquent and remains uncollected at Closing shall not be prorated between Seller and Purchaser at Closing. At Closing, Seller shall furnish to Purchaser a schedule of delinquent Basic Rent and Additional Rent due under the Leases. Purchaser shall pay Seller's prorata share of any delinquent Basic Rent and Additional Rent if and when collected by Purchaser; provided, however, that Purchaser shall use reasonable efforts (without having any obligation to terminate any lease or institute litigation) to collect or pursue the collection of same. It is understood and agreed that any Basic Rent or Additional Rent collected by Purchaser after Closing shall be applied first to currently due Basic Rent and Additional Rent. Purchaser shall hold all landlord's liens in the entireties thereof to enforce the payment of rentals to which Purchaser is entitled, and Seller shall be deemed to have transferred to Purchaser all of such landlord's liens. (f) All security deposits and other deposits payable to tenants under the Leases shall be credited to Purchaser at Closing. (g) Purchaser shall receive a credit at Closing of $80,000.00 for the amount required to replace the roof on the Improvements. (h) Purchaser shall receive a credit at Closing for the amount of (i) $56,229.12 representing the free rent under the Medical Edge Healthcare Group, Inc. lease from the Closing Date until October 1, 2004 (such amount to be reduced by $585.72 per day should the Closing Date be extended) ; and (ii) the unused tenant improvement allowance due to the tenant Medical Edge Healthcare Group, Inc. of $120,491.00 less any amounts delivered to said tenant or paid on tenants behalf by Seller prior to the Closing Date. (i) The prorations described in this Section 4.4 shall be made apportioned as of 12:01 a.m. a.m., on the Closing Dateday of Closing, as if Purchaser Buyer were vested with title to the Property during the entire day upon which Closing occurs. (b) Notwithstanding anything contained in Section 4.04(a) hereof, any taxes paid at or prior to Closing shall be prorated based upon the amounts accruing during such calendar year. All prorations described If taxes and assessments due and payable during the year of Closing 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 Buyer 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 within sixty (60) days after such amounts are determined following Closing, subject to the provisions of Section 4.04(c) hereof. Notwithstanding anything to the contrary contained herein, if all or part of the Property has been assessed for tax purposes at a value that will cause “roll-back” taxes to be due upon the change in land usage or ownership of all or part of the Property (“Rollback Taxes”), the Rollback Taxes will be paid at Closing and Buyer will be responsible for 100% of the Rollback Taxes. The provisions of this Section 4.4 4.04(b) shall survive Closing; € Except as otherwise provided herein, any expense amount which cannot be ascertained with certainty as of Closing shall be effected by increasing prorated on the basis of the parties’ reasonable estimates of such amount and shall be the subject of a final proration ninety (90) days after Closing, or decreasing, as soon thereafter as the case may beprecise amounts can be ascertained. Buyer shall promptly notify Seller when it becomes aware that any such estimated amount has been ascertained. Once all expense amounts have been ascertained, Buyer shall prepare, and certify as correct, a final proration statement which shall be subject to Seller’s approval. Upon Seller’s acceptance and approval of any final proration statement submitted by Buyer, such statement shall be conclusively deemed to be accurate and final. (d) Subject to the first sentence of Section 4.04(c) hereof, the amount provisions of cash to be paid by Purchaser to Seller at this Section 4.04 shall survive Closing. Seller and Purchaser agree to adjust between themselves after Closing any errors or omissions in the prorations made at Closing; provided, however, that such prorations shall be deemed final and not subject to further post Closing adjustments if no such adjustments have been requested within one (1) year after the Closing Date.

Credits and Prorations. 4.4.1 The following provisions shall govern the apportionment of income and expenses be apportioned with respect to the Property between Seller and Purchaser: (a) Real estate taxes and assessments and personal property taxes shall be prorated between Seller and Purchaser at Closing. If the Closing shall occur before the amount as of taxes is fixed12:01 a.m., the apportionment of taxes shall be made based upon the tax rate for the preceding year, applied to the latest assessed valuation of the Property. Upon receipt of the actual tax xxxx for the Property, the proration of taxes made at Closing shall be subject to adjustment pursuant to Section 4.4(i) below. (b) Expenses under the Operating Agreements shall be prorated between Seller and Purchaser at Closing. (c) Seller shall arrange for final meter readings on all utilities at the Property to be taken on the day preceding Closing or as close to that date as possible. Seller shall be responsible for of the payment of utilities used through the day preceding the Closing Date and Purchaser shall be responsible for the payment of utilities used on or after the Closing Date. With respect to any utility for which there is no meter or for which a meter reading cannot be or is not obtained on the day preceding the Closing Date, the expenses for such utility shall be prorated between Seller and Purchaser at Closing based upon the most current xxxx for such utility. Any deposits for utilities shall inure to the benefit of and be deemed assigned to Purchaser. Seller and Purchaser shall cooperate to cause the transfer of utility company accounts from Seller to Purchaser. (d) Basic rents ("BASIC RENT") and additional rent relating to escalation and pass-throughs of operating and other similar expenses ("ADDITIONAL RENT") shall be prorated between Seller and Purchaser based upon Basic Rent and Additional Rent actually collected. All prepaid Basic Rent, Additional Rent and other income from the Property shall be credited to Purchaser at Closing, to the extent same is attributable to a period of time after Closing. With respect to Additional Rent which is paid based upon an estimate, with an end-of-year accounting and adjustment, after Closing Seller and Purchaser shall make any adjustments to the proration of such items made at Closing at such time as the final tax and operating expenses numbers become available and such end-of-year accountings are completed. Any Additional Rent which may be due Seller as a result of such re-prorations shall be paid by Purchaser to Seller if and when such Additional Rent is collected by Purchaser. (e) Basic Rent and Additional Rent which is delinquent and remains uncollected at Closing shall not be prorated between Seller and Purchaser at Closing. At Closing, Seller shall furnish to Purchaser a schedule of delinquent Basic Rent and Additional Rent due under the Leases. Purchaser shall pay Seller's prorata share of any delinquent Basic Rent and Additional Rent if and when collected by Purchaser; provided, however, that Purchaser shall use reasonable efforts (without having any obligation to terminate any lease or institute litigation) to collect or pursue the collection of same. It is understood and agreed that any Basic Rent or Additional Rent collected by Purchaser after Closing shall be applied first to currently due Basic Rent and Additional Rent. Purchaser shall hold all landlord's liens in the entireties thereof to enforce the payment of rentals to which Purchaser is entitled, and Seller shall be deemed to have transferred to Purchaser all of such landlord's liens. (f) All security deposits and other deposits payable to tenants under the Leases shall be credited to Purchaser at Closing. (g) Purchaser shall receive a credit at Closing of $80,000.00 for the amount required to replace the roof on the Improvements. (h) Purchaser shall receive a credit at Closing for the amount of (i) $56,229.12 representing the free rent under the Medical Edge Healthcare Group, Inc. lease from the Closing Date until October 1, 2004 (such amount to be reduced by $585.72 per day should the Closing Date be extended) ; and (ii) the unused tenant improvement allowance due to the tenant Medical Edge Healthcare Group, Inc. of $120,491.00 less any amounts delivered to said tenant or paid on tenants behalf by Seller prior to the Closing Date. (i) The prorations described in this Section 4.4 shall be made 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. All prorations described of the Closing: (i) rents, if any, as and when collected (the term “rents” as used in this Section 4.4 Agreement includes all payments due and payable by tenants under the Leases), (ii) taxes and any assessments levied against the Property, and (iii) 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. 4.4.2 At Closing, Seller shall be effected by increasing or decreasing, as credit to the case may be, account of Purchaser the amount of cash all security deposits deposited by the tenants pursuant to the Leases (whether or not held by Seller). 4.4.3 Seller shall pay all taxes and assessments due and payable with respect to the Real Property (“Real Estate Taxes”) at or prior to Closing (including, without limitation, all Real Estate Taxes assessed for the calendar year 2011 all of which Real Estate Taxes are payable and shall be paid by Seller before the Closing). All Real Estate Taxes for the year of the Closing (i.e., Real Estate Taxes assessed for calendar year 2012 and payable in calendar year 2013) shall be prorated on an accrual basis such that Seller shall be responsible for all Real Estate Taxes that accrue through the day immediately preceding the day of the Closing and Purchaser to Seller shall be responsible for all Real Estate Taxes that accrue on the day of the Closing and thereafter. The amount of such proration shall be calculated using 100% of the annual Real Estate Tax amount from the most recent full year tax xxxx. To the extent that the actual Real Estate Taxes assessed for the year of the Closing differ from the amount apportioned at Closing. Seller and Purchaser agree to adjust , the parties shall make all necessary adjustments by appropriate payments between themselves after Closing any errors or omissions in following the prorations made at Closing; provided, however, that such prorations shall be deemed date the final and not subject to further post Closing adjustments if no such adjustments have been requested within one (1) year after the Closing Datetax xxxx is issued.