Apportionments 12.01. The following apportionments shall be made between the parties at the Closing as of the close of business on the day prior to the Closing Date:
Apportionment Taxes and all other periodic realty costs, if any, shall be apportioned pro rata as of the Closing Date. All taxes shall be considered to be on a calendar year basis, with the exception of school taxes, which will be pro-rated on a fiscal year basis. Seller will pay for all days up to and including the Closing Date, and Purchaser will pay for all days following the Closing Date.
Prorations and Adjustments The following shall be prorated and adjusted between Seller and Buyer as of the Closing Date, except as otherwise specified:
Payments and Completion Payments may be withheld because of (1) defective work not remedied; (2) failure of contractor to make proper payments to subcontractors, workers, or suppliers; (3) persistent failure to carry out work in acceptance with this Agreement or these general conditions, or (4) legal claims. Final payment will be due after complete release of any and all liens arising out of the contract or submission of receipts or other evidence of payment covering all subcontractors or suppliers who could file such a lien. The contractor agrees to indemnify the Owner against such liens and will refund all monies including costs and reasonable attorney’s fees paid by the owner in discharging the liens. A 10 percent holdback is required by the lender to assure the work has been properly completed and there are no liens against the property. Owners Initials: Contractor’s Initials: -Continued on Page Three-
Tax Examinations Abroad 1. A Contracting Party may allow representatives of the competent authority of the other Contracting Party to enter the territory of the first-mentioned Party to interview individuals and examine records with the written consent of the persons concerned. The competent authority of the second-mentioned Party shall notify the competent authority of the first-mentioned Party of the time and place of the meeting with the individuals concerned.
Prorations The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.
Settlement Statement A settlement statement setting forth the amounts paid by or on behalf of and/or credited to each of Purchaser and Seller pursuant to this Agreement;
Estimates and Reconciliation of Estimates Where estimated expenditures are used to determine the amount of the drawdown, the State will indicate in the terms of the State unique funding technique how the estimated amount is determined and when and how the State will reconcile the difference between the estimate and the State's actual expenditures.
Scheduling Payments Funds must be available in your Bill Payment Account on the scheduled payment date. If the date you schedule a payment to be initiated falls on a non-Business Day (Saturday, Sunday, or holiday), funds must be available in your Bill Payment Account the following Business Day (e.g. Monday). After funds are withdrawn from your Bill Payment Account to make a payment, we may make the payment either by transferring funds electronically (using the Federal Reserve Banks’ ACH system) to the payee or by mailing the payee a check. Payments scheduled via bill pay will be delivered in two (2) to five (5) Business Days, depending on the method. For payees that accept electronic payments, they will receive the payment within two (2) Business Days after the scheduled send on date. If the payee does not accept electronic payments, a check will be issued and mailed to the address you provide. This is a default method used to ensure that the delivery of the payment is made, even if we’re (bill pay provider) is unable to validate the payee, address or account number. The funds are debited from the linked account one (1) to two (2) Business Days after the send on date. While we will make commercially reasonable efforts to deliver your payments made through the Bill Payment Service by the designated delivery date, you acknowledge that circumstances beyond our control may cause delays in the delivery, handling, or posting of payment. YOU ACKNOWLEDGE AND AGREE THAT IT IS YOUR RESPONSIBILITY TO PREVENT ANY DELAY IN THE DELIVERY OF PAYMENTS, AND YOU CAN PREVENT SUCH DELAYS BY SCHEDULING DELIVERY OF YOUR PAYMENT IN ADVANCE OF YOUR PAYEE’S ACTUAL DUE DATE. WE ARE NOT RESPONSIBLE FOR ANY DELAYS CAUSED BY THE POSTAL SERVICE, YOUR PAYEE, OR ANY OTHER PARTY BEYOND OUR REASONABLE CONTROL.
Apportionment of Fault In the case of any Loss arising from the negligence or willful misconduct of both Parties, each Party shall bear, and its obligation shall be limited to, that portion of the resulting expense caused by its negligence or misconduct or the negligence or misconduct of such Party's affiliates, agents, contractors or other persons acting in concert with it.
