Common use of Expenses and Prorations Clause in Contracts

Expenses and Prorations. Each Party hereto shall pay its own costs and expenses incurred in connection with the negotiation, preparation and execution of this Agreement and other agreements and documents contemplated hereunder and the consummation of the transactions contemplated herein; provided, however, (a) Purchaser shall be responsible for and pay any recording fees and excise taxes arising or incurred in connection with the transfer of the Purchased Assets; and Purchaser and Seller shall equally share to the extent permitted by law any documentary tax and other taxes imposed on the transfer of the Purchased Assets including the real estate, (b) Purchaser shall be responsible for and pay any title commitment or examination charges and any closing, escrow or other fees charged by any title insurance company issuing such title commitment and the premiums for any title insurance policy, and all endorsements thereto, and (c) Purchaser shall pay for any real estate surveys and environmental site assessments for the Purchased Assets.. All real and personal property taxes, common area charges, special assessments and similar items assessed by any applicable governmental authority, lessor or homeowners or condominium association, if any, due and payable with respect to the Purchased Assets shall be prorated as of the date of Closing Date on the basis of the most recent available tax xxxx, and all such taxes, assessments and similar items covering periods on or prior to the Closing Date shall be paid by Seller and all such taxes, assessments and similar items covering periods after the Closing Date shall be paid by Purchaser. Any deposits or prepaid expenses which can be assigned to Purchaser will be so assigned and Purchaser will pay Seller the full amount thereof, subject to claims by the particular utility or lessor for damages and other costs, expenses and charges accrued or resulting from actions occurring prior to the Closing. Appropriate cash payments for the prorations by Seller or Purchaser as the case may require, shall be made from time to time, as soon as practicable after the facts giving rise to the obligation for such payments are known, to give effect to the prorations required by this Section. The obligations imposed by this Section shall survive until all prorations are finally determined to be acceptable to the Parties.

Expenses and Prorations. Each Party hereto party shall bear and pay its own costs and expenses incurred in connection with the negotiation, preparation and execution of this Agreement and other agreements and documents contemplated hereunder and the consummation of relating to the transactions contemplated herein; providedby, howeveror the performance of or compliance with any condition or covenant set forth in, this Agreement. In determining the costs and expenses of each party hereunder, the following rules shall apply: (a) Purchaser shall be responsible for and pay any recording fees and excise taxes arising or incurred in connection with the transfer all costs of the Purchased Assets; Preliminary Title Reports and Purchaser and Seller shall equally share to the extent permitted by law any documentary tax and other taxes imposed on the transfer of the Purchased Assets including the real estate, (b) Purchaser shall be responsible for and pay any title commitment or examination charges and any closing, escrow or other fees charged by any title insurance company issuing such title commitment and the premiums for any title insurance policy, and all endorsements thereto, and (c) Purchaser shall pay for any real estate surveys and environmental site assessments for the Purchased Assets.. All real and personal property taxes, common area charges, special assessments and similar items assessed by any applicable governmental authority, lessor or homeowners or condominium association, if any, due and payable with respect to the Purchased Assets shall be prorated as of the date of Closing Date on the basis of the most recent available tax xxxx, and all such taxes, assessments and similar items covering periods on or prior to the Closing Date each Title Policy shall be paid by Seller up to an amount equal to the amount Seller would have incurred if each Title Policy were a standard coverage owner's or leasehold owner's policy of title insurance (without deletion of survey exceptions), and the remaining costs of each Title Policy (including any endorsements required by Buyer), if any, shall be borne by Buyer; (b) all costs of the Surveys, the Environmental Survey and all such taxesUCC Reports shall be borne by Buyer; (c) all fees, assessments charges and similar items covering periods after costs of economists and other experts, if any, jointly retained by Buyer and Seller in connection with the Closing Date submissions made to any governmental agency and advice in connection therewith respecting the approval of the transactions contemplated hereby will be borne one-half by Seller and one-half by Buyer except for all fees relating to the Hart-Xxxxx-Xxxxxx xxxing, which fees shall be paid by Purchaser. Any deposits or prepaid expenses Buyer; (d) all escrow charges and related fees shall be borne one-half by Seller and one-half by Buyer; (e) if not properly reflected as an Accrued Operating Expense as of the Closing Date, all real and personal property taxes (including all special assessments and any installment payments thereof) shall be prorated between Seller and Buyer as of the Closing Date based on the assessed valuations of such property for the taxable year in which can be assigned to Purchaser will be so assigned the Closing occurs and Purchaser will pay Seller the full amount thereof, subject to claims by the particular utility or lessor property tax rates for damages such taxable year of all applicable taxing jurisdictions; and (f) all other costs, charges and expenses shall, except as otherwise provided in this Agreement, be allocated between Buyer and charges accrued or resulting from actions occurring prior to Seller in accordance with the Closing. Appropriate cash payments for customs of the prorations by Seller or Purchaser as county in which the case may require, shall be made from time to time, as soon as practicable after the facts giving rise to the obligation for such payments are known, to give effect to the prorations required by this Section. The obligations imposed by this Section shall survive until all prorations are finally determined to be acceptable to the PartiesReal Property is located.

Expenses and Prorations. Each Party hereto shall pay its own costs and expenses incurred in connection with the negotiation, preparation and execution of this Agreement and other agreements and documents contemplated hereunder and the consummation of the transactions contemplated herein; provided, however, (a) Purchaser shall be responsible for and pay any recording fees and excise All real property ad valorem taxes arising or incurred in connection with the transfer of the Purchased Assets; and Purchaser and Seller shall equally share applicable to the extent permitted by law any documentary tax and other taxes imposed on the transfer of the Purchased Assets including the real estate, (b) Purchaser shall be responsible for and pay any title commitment or examination charges and any closing, escrow or other fees charged by any title insurance company issuing such title commitment and the premiums for any title insurance policy, and all endorsements thereto, and (c) Purchaser shall pay for any real estate surveys and environmental site assessments for the Purchased Assets.. All real and personal property taxes, common area charges, special assessments and similar items assessed by any applicable governmental authority, lessor or homeowners or condominium association, if any, due and payable with respect to the Purchased Assets Land shall be prorated as of the date of Closing Date on between Seller and Purchaser, said proration to be based upon the basis most recently available tax rate and valuation with respect to the Land; provided, however, that upon the issuance of the most recent available tax xxxxbills for such -------- ------- taxes for the year of Closing, Purchaser and Seller shall promptly make such adjustments as may be necessary to insure that the actual amount of such taxes for the year of Closing shall be prorated between Purchaser and Seller as of the date of Closing. Likewise, all such taxes, annual assessments under any private restrictive covenants applicable to the Land shall be prorated as of the date of Closing between Seller and similar items covering periods on or Purchaser. Any assessments under any private restrictive covenants which are due and payable prior to the date of Closing Date shall be paid by Seller on or before the date they are due. Seller shall cooperate with Purchaser in obtaining appropriate estoppel certificates under such private restrictive covenants. Seller shall, at the Closing, pay the grantor's tax (under Va. Code (S) 58.1-802), and state and local taxes due and payable in connection with the recording of the deed from Seller to Purchaser and Seller's attorneys' fees and expenses. Purchaser shall, at Closing, pay the recording tax (under Va. Code (S) 58.1-801 and 58.1-814), the per page recording costs, all title examination fees and the cost of the owner's title insurance premium for the policy insuring Purchaser, and Purchaser's attorneys' fees and expenses. If, at Closing, any special assessment or assessments for improvements shall be or shall have been made against the Property, or any portion or portions thereof, or is payable prior to or at Closing, all unpaid installments of any such taxesassessment (including those which are to become due and payable after Closing) shall be deemed due and payable prior to Closing and shall not be apportioned between Seller and Purchaser and shall be paid and discharged by Seller. In addition, assessments if after Closing there is an adjustment or reassessment by any governmental authority with respect to, or affecting, any ad valorem taxes for the Property for the year of Closing or any prior year (whether in the nature of a "roll-back" tax or otherwise), any additional tax payment for the Property required to be paid with respect to the year of Closing shall be prorated between Purchaser and similar items covering periods after Seller and any such additional tax payment for the Property for any year prior to the year of Closing Date shall be paid by Purchaser. Any deposits or prepaid expenses which can be assigned to Purchaser will be so assigned and Purchaser will pay Seller the full amount thereof, subject to claims by the particular utility or lessor for damages and other costs, expenses and charges accrued or resulting from actions occurring prior to the Closing. Appropriate cash payments for the prorations by Seller or Purchaser as the case may require, shall be made from time to time, as soon as practicable after the facts giving rise to the obligation for such payments are known, to give effect to the prorations required by this Section. The obligations imposed by this Section shall survive until all prorations are finally determined to be acceptable to the PartiesSeller.