Common use of General Prorations Clause in Contracts

General Prorations. The following will be apportioned at the Closing: (a) Rents, if any, as and when collected (the term “rents” as used in this Contract including base rent, percentage rent, common area maintenance, parking, tax, insurance and other payments due and payable under any Lease for all or any portion of the Improvements, together with all sales and other taxes thereon) and all other income generated by all or any portion of the Property, including parking revenue. There will be no proration of rents accrued but not collected as of the Closing Date. (b) Taxes and other assessments (including personal property taxes on the Personal Property) applicable to the Property. Special assessments certified by any municipal utility district or other taxing authority prior to the Closing Date must be paid in their entirety by Seller at or before the Closing, except to the extent such assessments are payable in installments, in which event they shall be prorated between the parties. If the tax rate or assessed valuation or both have not yet been fixed, the proration shall be based on a good faith estimate as to the amount of such taxes for the current year after consideration of the tax rate and/or assessed valuation last fixed; provided that the parties hereto agree that to the extent the actual taxes for the current year differ from the amount so apportioned at the Closing, the parties hereto will make all necessary adjustments by appropriate payments between themselves following the Closing, and this provision shall survive delivery of the Deed. (c) Payments under any Service Contracts, if any, which pursuant to Section 4.06 Purchaser has agreed to assume at the Closing. (d) Gas, electricity and other utility charges, if any, to be apportioned on the basis of the last meter reading. In making such apportionments, Purchaser will receive credit for all rents and other income paid with respect to the day of the Closing, and Purchaser will be charged for taxes and other expenses incurred with respect to the day of the Closing. All apportionments are to be subject to post-closing adjustments as necessary to reflect later relevant information not available at the Closing and to correct any errors made at the Closing with respect to such apportionments; provided, however, that such apportionments shall be deemed final and not subject to further post-closing adjustments if no such adjustments have been requested in writing after a period of sixty (60) days from such time as all necessary information is available to make a complete and accurate determination of such apportionments. All apportionments (regardless of whether all relevant information has been received or errors have been made) are final and not subject to further post-closing adjustment one (1) year following the Closing Date.

General Prorations. The following will be apportioned at the Closing: (a) Rents, if any, as and when collected (the term “rents” as used in this Contract including base rent, percentage rent, common area maintenance, parking, tax, insurance and other payments due and payable under any Lease for all or any portion of the Improvements, together with all sales and other taxes thereon) and all other income generated by all or any portion of the Property, including parking revenue. There will be no proration of rents accrued but not collected as of the Closing Date; however, Seller shall be entitled to receive such rents to the extent collected or received by Seller or Purchaser after the Closing. (b) Taxes and other assessments (including personal property taxes on the Personal Property) applicable to the Property. Special assessments certified by any municipal utility district or other taxing authority prior to the Closing Date must be paid in their entirety by Seller at or before the Closing, except to the extent such assessments are payable in installments, in which event they shall be prorated between the parties. If the tax rate or assessed valuation or both have not yet been fixed, the proration shall be based on a good faith estimate as to the amount of such taxes for the current year after consideration of the tax rate and/or assessed valuation last fixed; provided that the parties hereto agree that to the extent the actual taxes for the current year differ from the amount so apportioned at the Closing, the parties hereto will make all necessary adjustments by appropriate payments between themselves following the Closing, and this provision shall survive delivery of the Deed. (c) Payments under any Service Contracts, if any, which pursuant to Section 4.06 4.05 Purchaser has agreed to assume at the Closing. (d) Gas, electricity and other utility charges, if any, to be apportioned on the basis of the last meter reading. In making such apportionments, Purchaser will receive credit for all rents and other income paid with respect to the day of the Closing, and Purchaser will be charged for taxes and other expenses incurred with respect to the day of the Closing. All apportionments are to be subject to post-closing adjustments as necessary to reflect later relevant information not available at the Closing and to correct any errors made at the Closing with respect to such apportionments; provided, however, that such apportionments shall be deemed final and not subject to further post-closing adjustments if no such adjustments have been requested in writing after a period of sixty (60) days from such time as all necessary information is available to make a complete and accurate determination of such apportionments. All apportionments (regardless of whether all relevant information has been received or errors have been made) are final and not subject to further post-closing adjustment one (1) year following the Closing Date, unless the party requesting further apportionment of an item can prove actual knowing misrepresentation or fraud in regard to such item and brings an action therefor within the applicable statute of limitations.

General Prorations. The following will shall be apportioned at the Closing: (a) Rentsrents, if any, as and when collected (the term “"rents” " as used in this Contract including base rent, percentage rent, common area maintenance, parking, tax, insurance all rent and other payments due and payable under any Lease for all or any portion of the Improvements, together with all sales and other taxes thereonLease) and all other income generated by all or any portion of revenue from the Property, including parking revenue. There will be no proration of rents accrued but not collected as of the Closing Date.; (b) Taxes taxes and other assessments (including personal property taxes on the Personal Property) applicable to Property on the basis customarily followed in the locality of the Property. Special assessments certified by ), any municipal utility district or other taxing authority prior apportionment of real estate taxes to the Closing Date must be paid in their entirety by Seller at or before the Closing, except made with respect to the extent such assessments are payable in installments, in a tax year for which event they shall be prorated between the parties. If either the tax rate or assessed valuation or both have not yet been fixed, to be upon the proration shall be based on a good faith estimate as to the amount of such taxes for the current year after consideration basis of the tax rate and/or assessed valuation last fixed; provided that the parties hereto agree that to the extent the actual taxes for the current year differ from the amount so apportioned at the Closing, the parties hereto will make all necessary adjustments by appropriate payments between themselves following the Closing, and this provision shall survive delivery of the Deed.; (c) Payments payments under any Service Contracts, if any, which pursuant service and/or other contracts that are not otherwise terminated at or prior to Section 4.06 Purchaser has agreed to assume at the Closing.; (d) Gasgas, electricity and other utility charges, if any, to be apportioned on the basis of meter readings on the last meter readingday immediately prior to the Closing; and (e) other operating expenses of the Property incurred during the month in which the Closing occurs, including, without limitation, costs due and payable by Seller under, or with respect to, any Lease of all or any portion of the Property. In making such apportionments, Purchaser will receive credit for all shall be entitled to rents and other income paid with respect to the day of the Closing, and Purchaser will shall be charged responsible for taxes and other expenses incurred with respect to the day of the Closing. All such apportionments are to shall be subject to post-closing adjustments as necessary to reflect later relevant information not available at the Closing and to correct any errors made at the Closing with respect to such apportionments; provided, however, that such apportionments shall in any event (i.e., regardless of whether later relevant information becomes available or errors are discovered) be deemed final and not subject to further post-closing adjustments if no such adjustments have been requested in writing after a period of sixty adjustment on the sixtieth (6060th) days from such time as all necessary information is available to make a complete and accurate determination of such apportionments. All apportionments (regardless of whether all relevant information has been received or errors have been made) are final and not subject to further post-closing adjustment one (1) year day following the Closing Date. Seller and Purchaser agree that, except as otherwise set forth herein, all costs and expenses actually incurred in connection with the ownership, operation, leasing, repair, maintenance or management of the Property shall, to the extent attributable to the period prior to the Closing Date, be the sole responsibility of Seller, and shall, to the extent attributable to the period from and after the Closing Date, be the sole responsibility of Purchaser.

General Prorations. The following following, to the extent applicable, will be apportioned at the Closing: (a) Rents, if any, as and when collected (the term “rents” as used in this Contract including base rent, percentage rent, common area maintenance, parking, tax, insurance and other payments due and payable under any Lease for all or any portion of the Improvements, together with all sales and other taxes thereon) and all other income generated by all or any portion of the Property, including parking revenue. There will be no proration of rents accrued but not collected as of the Closing Date. (b) Taxes and other assessments (including personal property taxes on the Personal Property) applicable to the Property. Special assessments certified by any municipal utility district or other taxing authority prior to the Closing Date must be paid in their entirety by Seller or the LD Parties at or before the Closing, except to the extent such assessments are payable in installments, in which event they shall be prorated between the parties. If the tax rate or assessed valuation or both have not yet been fixed, the proration shall be based on a good faith estimate as to the amount of such taxes for the current year after consideration of the tax rate and/or assessed valuation last fixed; provided that the parties hereto agree that to the extent the actual taxes for the current year differ from the amount so apportioned at the Closing, the parties hereto will make all necessary adjustments by appropriate payments between themselves following the Closing, and this provision shall survive delivery of the Deed.; (b) any payments accrued under any Service Contracts; and (c) Payments under any Service Contracts, if any, which pursuant to Section 4.06 Purchaser has agreed to assume at the Closing. (d) Gasgas, electricity and other utility charges, if any, charges (to be apportioned on the basis of the last meter reading). In making such apportionments, Purchaser Purchasers will receive credit for all rents and other income paid with respect to the day of the Closing, and Purchaser Purchasers will be charged for taxes and other expenses incurred with respect to the day of the Closing. All apportionments are to be subject to post-closing adjustments as necessary to reflect later relevant information not available at the Closing and to correct any errors made at the Closing with respect to such apportionments; provided, however, that such apportionments shall be deemed final and not subject to further post-closing adjustments if no such adjustments have been requested in writing after a period of sixty (60) days from such time as all necessary information is available to make a complete and accurate determination of such apportionments. All apportionments (regardless of whether all relevant information has been received or errors have been made) are final and not subject to further post-closing adjustment one (1) year following the Closing Date.

General Prorations. The following will be apportioned at the Closing: (a) Rents, if any, as and when collected (the term “rents” as used in this Contract including base rent, percentage rent, common area maintenance, parking, tax, insurance and other payments due and payable under any Lease for all or any portion of the ImprovementsLease, together with all sales and other taxes thereon) and all other income generated by all or any portion of the Property, including parking revenue. There will be no proration of rents accrued but not collected as of the Closing Date. (b) Taxes and other assessments (including personal property taxes on the Personal Property) applicable to the Property. Special assessments certified by any municipal utility district or other taxing authority prior to the Closing Date must be paid in their entirety by Seller at or before the Closing, except to the extent such assessments are payable in installments, in which event they shall be prorated between the parties. If the tax rate or assessed valuation or both have not yet been fixed, the proration shall be based on a good faith estimate as to the amount of such taxes for the current year after consideration of the tax rate and/or assessed valuation last fixed; provided that the parties hereto agree that to the extent the actual taxes for the current year differ from the amount so apportioned at the Closing, the parties hereto will make all necessary adjustments by appropriate payments between themselves following the Closing, and this provision shall survive delivery of the Deed. Notwithstanding the foregoing, if Tenant pays such taxes directly to the taxing authority, then such taxes paid directly by Tenant to the taxing authority shall not be prorated. Seller may, upon notice to Purchaser, at Seller’s option and at Seller’s expense, protest, appeal or institute such other proceedings as Purchaser may deem appropriate to effect a reduction of real estate or personal property assessments which are assessed prior to the Closing. Seller hereby indemnifies and holds harmless Purchaser from any loss, costs and damages caused by such contest and shall provide such bonds or other security as required in order to protest such taxes or assessments. The right to protest, appeal or institute proceedings shall expire one year after the date of Closing. (c) Payments under any Service Contracts, if any, which pursuant to Section 4.06 Purchaser has agreed to assume at the Closing. (d) Gas, electricity and other utility charges, if any, to be apportioned on the basis of the last meter reading. Notwithstanding the foregoing, if Tenant pays such gas, electricity and other utility charges directly to the appropriate utility provider, then such charges paid directly by Tenant to the utility providers shall not be prorated. In making such apportionments, Purchaser will receive credit for all rents and other income paid with respect to the day of the Closing, and Purchaser will be charged for taxes and other expenses incurred with respect to the day of the Closing. All apportionments are to be subject to post-closing adjustments as necessary to reflect later relevant information not available at the Closing and to correct any errors made at the Closing with respect to such apportionments; provided, however, that such apportionments shall be deemed final and not subject to further post-closing adjustments if no such adjustments have been requested in writing after a period of sixty (60) days from such time as all necessary information is available to make a complete and accurate determination of such apportionments. All apportionments (regardless of whether all relevant information has been received or on errors have been made) are final and not subject to further post-closing adjustment one (1) year following the Closing Date.

General Prorations. The following will be apportioned at the Closing: (a) Rents, if any, as and when collected (the term “rents” as used in this Contract including base rent, percentage rent, common area maintenance, parking, tax, insurance and other payments due and payable under any Lease for all or any portion of the Improvements, together with all sales and other taxes thereon) and all other income generated by all or any portion of the Property, including parking revenue. There will be no proration of rents accrued but not collected as of the Closing Date. (b) Taxes and other assessments (including personal property taxes on the Personal Property) applicable to the Property. Special assessments certified by any municipal utility district or other taxing authority prior to the Closing Date must be paid in their entirety by Seller at or before the Closing, except to the extent such assessments are payable in installmentsinstallments or not yet due and payable, in which event they shall be prorated between the parties. If the tax rate or assessed valuation or both have not yet been fixed, the proration shall be based on a good faith estimate as to the amount of such taxes for the current year after consideration of the tax rate and/or assessed valuation last fixed; provided that the parties hereto agree that to the extent the actual taxes for the current year differ from the amount so apportioned at the Closing, the parties hereto will make all necessary adjustments by appropriate payments between themselves following the Closing, and this provision shall survive delivery of the Deed. (c) Payments under any Service Contracts, if any, which pursuant to Section 4.06 Purchaser has agreed to assume at the Closing. (d) Gas, electricity and other utility charges, if any, to be apportioned on the basis of the last meter reading. In making such apportionments, Purchaser will receive credit for all rents and other income paid with respect to the day of the Closing, and Purchaser will be charged for taxes and other expenses incurred with respect to the day of the Closing. All apportionments are to be subject to post-closing adjustments as necessary to reflect later relevant information not available at the Closing and to correct any errors made at the Closing with respect to such apportionments; provided, however, that such apportionments shall be deemed final and not subject to further post-closing adjustments if no such adjustments have been requested in writing after a period of sixty (60) days from such time as all necessary information is available to make a complete and accurate determination of such apportionmentsfollowing Closing. All apportionments (regardless of whether all relevant information has been received or on errors have been made) are final and not subject to further post-closing adjustment one (1) year following the Closing Date.

General Prorations. The following will be apportioned at the Closing: (a) Rents, if any, as and when collected (the term “rents” as used in this Contract including base rent, percentage rent, common area maintenance, parking, tax, insurance and other payments due and payable under any Lease for all or any portion of the Improvements, together with all sales and other taxes thereon) and all other income generated by all or any portion of the Property, including parking revenue. There will be no proration of rents accrued but not collected as of the Closing Date. (b) Taxes and other assessments (including personal property taxes on the Personal Property, if any) applicable to the Real Property. Special assessments certified by any municipal utility district or other taxing authority prior to the Closing Date must be paid in their entirety by Seller at or before the Closing, except to the extent such assessments are payable in installments, in which event they shall be prorated between the parties. If the tax rate or assessed valuation or both have not yet been fixed, the proration shall be based on a good faith estimate as to the amount of such taxes for the current year after consideration of the tax rate and/or assessed valuation last fixed; provided that the parties hereto agree that to the extent the actual taxes for the current year differ from the amount so apportioned at the Closing, the parties hereto will make all necessary adjustments by appropriate payments between themselves following the Closing, and this provision shall survive delivery of the Deed. (c) Payments under any Service Contracts, if any, which pursuant to Section 4.06 Purchaser has agreed to assume at the Closing. (d) Gas, electricity and other utility charges, if any, to be apportioned on the basis of the last meter readingreading to the extent not paid for by the Tenant. In making such apportionments, Purchaser will receive credit for all rents and other income paid with respect to the day of the Closing, and Purchaser will be charged for taxes and other expenses incurred with respect to the day of the Closing. All apportionments are to be subject to post-closing adjustments as necessary to reflect later relevant information not available at the Closing and to correct any errors made at the Closing with respect to such apportionments; provided, however, that such apportionments shall be deemed final and not subject to further post-closing adjustments if no such adjustments have been requested in writing after a period of sixty (60) days from such time as all necessary information is available to make a complete and accurate determination of such apportionments. All apportionments (regardless of whether all relevant information has been received or on errors have been made) are final and not subject to further post-closing adjustment one (1) year following the Closing Date.

General Prorations. The following will be apportioned at the Closing: (a) Rents, if any, as and when collected (the term “rents” as used in this Contract including base rent, percentage rent, common area maintenance, parking, tax, insurance and other payments due and payable under any Lease for all or any portion of the Improvements, together with all sales and other taxes thereon) and all other income generated by all or any portion of the PropertyImprovements, including parking revenue. There will be no proration of rents accrued but not collected as of the Closing Date. Any rents collected after Closing shall be prorated and distributed in accordance with Section 7.02(c). (b) Taxes and other assessments (including personal property taxes on the Personal PropertyImprovements) applicable to the PropertyImprovements whether payable during or otherwise accrued with respect to, the year of Closing. Special assessments certified by any municipal utility district or other taxing authority prior to the Closing Date must be paid in their entirety by Seller at or before the ClosingDate, except to the extent such assessments are payable in installments, shall be adjusted for the year in which event they shall be prorated between the partiesClosing occurs and thereafter paid by Purchaser. If the tax rate or assessed valuation or both have not yet been fixed, the proration shall be based on a good faith estimate as to the amount of such taxes for the current year after consideration of the tax rate and/or assessed valuation last fixed; provided that the parties hereto agree that to the extent the actual taxes for the current year differ from the amount so apportioned at the Closing, the parties hereto will make all necessary adjustments by appropriate payments between themselves following the Closing, and this provision shall survive delivery of the DeedClosing. (c) Payments under any Service Contracts, if any, which pursuant to Section 4.06 4.05 Purchaser has agreed to assume at the Closing. (d) Gas, electricity and other utility charges, if any, to be apportioned on the basis of the last meter reading. (e) Rents and any other amounts due under the Ground Lease. In making such apportionments, Purchaser will receive credit for all rents and other income paid with respect to the day of the Closing, and Purchaser will be charged for taxes and other expenses incurred with respect to the day of the Closing. All apportionments are to be subject to post-closing adjustments as necessary to reflect later relevant information not available at the Closing and to correct any errors made at the Closing with respect to such apportionments; provided, however, that such apportionments shall be deemed final and not subject to further post-closing adjustments if no such adjustments have been requested in writing after a period of sixty adjustment (60) days from such time as all necessary information is available to make a complete and accurate determination of such apportionments. All apportionments (i.e., regardless of whether all relevant information has been received or any errors have been made) are final and not subject to further post-closing adjustment one (1) year following the Closing Date.

General Prorations. The following Purchaser, Owner and Operator acknowledge and agree that items of income and expense arising from ownership and operation of the Property which would typically be prorated between the parties as of the Closing Date will be apportioned at wholly allocable to and paid by the Operator under the Facility Lease from and after Closing. In this regard, the parties do not anticipate the need for proration mechanisms in this Agreement. In the event Purchaser, Owner, or Operator determines that proration of any item of income or expense is appropriate, with the consent of Purchaser, not to be unreasonably withheld, the following provisions shall be applicable: (a) Rents, if any, as and when collected (the term “rents” as used in this Contract Agreement including base rent, percentage rent, common area maintenance, parking, tax, insurance and other payments due and payable under any Lease for all or any portion of the Improvements, together with all sales and other taxes thereon) and all other income generated by all or any portion of the Property, including parking revenue. There will be no proration of rents accrued but not collected as of the Closing Date. (b) Taxes and other assessments (including personal property taxes on the Personal Property) applicable to the Property. Special assessments certified by any municipal utility district or other taxing authority prior to the Closing Date must be paid in their entirety by Seller Owner at or before the Closing, except to the extent such assessments are payable in installments, in which event they shall be prorated between the parties. If the tax rate or assessed valuation or both have not yet been fixed, the proration shall be based on a good faith estimate as to the amount of such taxes for the current year after consideration of the tax rate and/or assessed valuation last fixed; provided that the parties hereto agree that to the extent the actual taxes for the current year differ from the amount so apportioned at the Closing, the parties hereto will make all necessary adjustments by appropriate payments between themselves following the Closing, and this provision shall survive delivery of the Deed. (c) Payments under any Service Contracts, if any, which pursuant to Section 4.06 Purchaser has agreed to assume at the Closing. (d) Gas, electricity and other utility charges, if any, to be apportioned on the basis of the last meter reading. In making such apportionments, if any, Purchaser will receive credit for all rents and other income paid with respect to the day of the Closing, and Purchaser will be charged for taxes and other expenses incurred with respect to the day of the Closing. All apportionments are to be subject to post-closing adjustments as necessary to reflect later relevant information not available at the Closing and to correct any errors made at the Closing with respect to such apportionments; provided, however, that such apportionments shall be deemed final and not subject to further post-closing adjustments if no such adjustments have been requested in writing after a period of sixty (60) days from such time as all necessary information is available to make a complete and accurate determination of such apportionments. All apportionments (regardless of whether all relevant information has been received or on errors have been made) are final and not subject to further post-closing adjustment one (1) year following the Closing Date.

General Prorations. The following will be apportioned at the Closing: (a) Rents, if any, as and when collected (the term “rents” as used in this Contract including base rent, percentage rent, common area maintenance, parking, tax, insurance and other payments due and payable under any Lease for all or any portion of the Improvements, together with all sales and other taxes thereon) and all other income generated by all or any portion of the Property, including parking revenue. There will be no proration of rents accrued but not collected as of the Closing Date. (b) Taxes and other assessments (including personal property taxes on the Personal Property) applicable to the Property. Special assessments certified by any municipal utility district or other taxing authority prior to the Closing Date must be paid in their entirety by Seller at or before the Closing, except to the extent such assessments are payable in installments, in which event they shall be prorated between the parties. If the tax rate or assessed valuation or both have not yet been fixed, the proration shall be based on a good faith estimate as to the amount of such taxes for the current year after consideration of the tax rate and/or assessed valuation last fixed; provided that the parties hereto agree that to the extent the actual taxes for the current year differ from the amount so apportioned at the Closing, the parties hereto will make all necessary adjustments by appropriate payments between themselves following the Closing, and this provision shall survive delivery of the Deed. (c) Payments under any Service Contracts, if any, which pursuant to Section 4.06 Purchaser has agreed to assume at the Closing. (d) Gas, electricity and other utility charges, if any, to be apportioned on the basis of the last meter reading. In making such apportionments, Purchaser will receive credit for all rents and other income paid with respect to the day of the Closing, and Purchaser will be charged for taxes and other expenses incurred with respect to the day of the Closing. All apportionments are to be subject to post-closing adjustments as necessary to reflect later relevant information not available at the Closing and to correct any errors made at the Closing with respect to such apportionments; provided, however, that such apportionments shall be deemed final and not subject to further post-closing adjustments if no such adjustments have been requested in writing after a period of sixty (60) days from such time as all necessary information is available to make a complete and accurate determination of such apportionments. All apportionments (regardless of whether all relevant information has been received or on errors have been made) are final and not subject to further post-closing adjustment one (1) year following the Closing Date.

General Prorations. The following will be apportioned at the Closing: (a) Rents, if any, as and when collected (the term “rents” as used in this Contract including base rent, percentage rent, common area maintenance, parking, tax, insurance and other payments due and payable under any the Lease for all or any portion of the Improvements, together with all sales and other taxes thereon) and all other income generated by all or any portion of the Property, including parking revenue. There will be no proration of rents accrued but not collected as of the Closing Date; however, Seller shall be entitled to receive rents for periods prior to the Closing Date to the extent collected or received by Seller or Purchaser after the Closing. (b) Taxes and other assessments (including personal property taxes on the Personal Property) applicable to the Property, but only to the extent they are not paid directly by Tenant. Special assessments certified by any municipal utility district or other taxing authority prior to the Closing Date must be paid in their entirety by Seller at or before the Closing, except to the extent such assessments are payable in installments, in which event they shall be prorated between the parties. If the tax rate or assessed valuation or both have not yet been fixed, the proration shall be based on a good faith estimate as to the amount of such taxes for the current year after consideration of the tax rate and/or assessed valuation last fixed; provided that the parties hereto agree that to the extent the actual taxes for the current year differ from the amount so apportioned at the Closing, the parties hereto will make all necessary adjustments by appropriate payments between themselves following the Closing, and this provision shall survive delivery of the DeedClosing. If the taxes and assessments are being paid directly by the Tenant, they shall not be prorated between Purchaser and Seller. (c) Payments under any Service ContractsContracts entered into by Seller, if any, which pursuant to Section 4.06 4.05 Purchaser has agreed to assume at the Closing. (d) Gas, electricity and other utility chargescharges not directly paid by Tenant, if any, to be apportioned on the basis of the last meter reading. In making such apportionments, Purchaser will receive credit for all rents and other income paid with respect to the day of the Closing, and Purchaser will be charged for taxes and other expenses incurred with respect to the day of the Closing. All apportionments are to be subject to post-closing adjustments as necessary to reflect later relevant information not available at the Closing and to correct any errors made at the Closing with respect to such apportionments; provided, however, that such apportionments shall be deemed final and not subject to further post-closing adjustments if no such adjustments have been requested in writing after a period of sixty (60) days from such time as all necessary information is available to make a complete and accurate determination of such apportionments. All apportionments (regardless of whether all relevant information has been received or errors have been made) are final and not subject to further post-closing adjustment one (1) year following the Closing Date.

General Prorations. The following will be apportioned at the Closing: (a) Rents, if any, as and when collected (the term “"rents” " as used in this Contract including base rent, percentage rent, common area maintenance, parking, tax, insurance and other payments due and payable under any Lease the Leases for all or any portion of the Improvements, together with all sales and other taxes thereon) and all other income generated by all or any portion of the Property, including parking revenue. There will be no proration of rents accrued but not collected as of the Closing Date. (b) Taxes and other assessments (including personal property taxes on the Personal Property) applicable ), for the current calendar year shall be prorated to the PropertyClosing Date, and thus Purchaser shall receive a credit against the Purchase Price at Closing equal to Seller's pro rata portion of such taxes and standby fees, and Purchaser shall assume the liability to pay such taxes (and Purchaser shall pay such taxes) on or before the delinquency date thereof. Special assessments certified by any municipal utility district or other taxing authority prior to the Closing Date Date, payable in installments, must be paid in their entirety by Seller at or before the Closing, except to the extent such assessments are payable in installments, in which event they shall be prorated between the parties. If the tax rate or assessed valuation or both have not yet been fixed, the proration shall be based on a good faith estimate as to the amount of such taxes prior year's assessment after adjustment for the current year after consideration of the any increase in value or tax rate and/or assessed valuation last fixedreasonably expected by Purchaser's tax consultant; provided that the parties hereto agree that to the extent the actual taxes for the current year differ from the amount so apportioned at the Closing, the parties hereto will make all necessary adjustments by appropriate payments between themselves following the Closing, and this provision shall survive delivery of the Deed. (c) Payments under any Service Contracts, if any, Contracts which pursuant to Section 4.06 Purchaser has agreed approves in writing and agrees to assume at the Closing. (d) Gas, electricity and other utility charges, if any, to be apportioned on the basis of the last meter reading. (e) Other operating expenses of the Property actually paid by Seller and accepted by Purchaser with respect to the month in which the Closing occurs, to the extent not included in clause (a) above. In making such apportionments, Purchaser will receive credit for all rents and other income paid with respect to the day of the Closing, and Purchaser will be charged for taxes and other expenses incurred with respect to the day of the Closing. All apportionments are to be subject to post-closing adjustments as necessary to reflect later relevant information not available at the Closing and to correct any errors made at the Closing with respect to such apportionments; provided, however, that such apportionments shall be deemed final and not subject to further post-closing adjustments if no such adjustments have been requested in writing after a period of sixty (60) days from such time as all necessary information is available to make a complete and accurate determination of such apportionments. All apportionments (regardless of whether all relevant information has been received or errors have been made) are final and not subject to further post-closing adjustment one (1) as of June 30 of the year following the year in which the Closing DateDate occurs.