Common use of General Prorations Clause in Contracts

General Prorations. All amounts set forth in the following numbered paragraphs shall, except as otherwise provided in this Section 34, be prorated to 11:59 p.m. local time on the day before the Closing Date with Purchaser receiving the benefits and burdens of ownership on and after the Closing Date. (i) Seller shall be entitled to all net cash flow received from or produced by the REO Property prior to the Closing Date. From and after the occurrence of the Closing, Purchaser shall be entitled to all net cash flow received from or produced by the REO Property after the Closing Date. All gross rents (and other amounts due and payable by tenants under Leases and all other income from the REO Property including, but not limited to minimum rent, percentage rent and common area maintenance, tax and insurance reimbursements to be made by the tenants) actually received, shall be prorated as of the Closing Date, based on the actual days in the month of the Closing. If the Closing shall occur before rents and all other amounts due and payable by the tenants under the Leases and all other income from the REO Property have actually been paid for the month in which the Closing occurs, the apportionment of such rents and other amounts and other income shall be upon the basis of such rents and other amounts and other income actually received by Seller. Subsequent to Closing, if any such rents and other income are actually received by Purchaser or Seller, all such amounts shall first be applied to current rents due and payable for the month in which the same are received, second, to post-Closing past due rents, third, to past-due rents due and payable for pre-Closing periods, and fourth, the balance shall immediately paid by Purchaser to Seller or Seller to Purchaser, as applicable. Purchaser shall use diligent, good-faith efforts and in the ordinary course of business to collect any such rents and other amounts and other income not apportioned at the Closing for the benefit of Seller and shall continue to collect any such rents for the benefit of Seller for a six (6) month period commencing on Closing. (ii) General real estate taxes and assessments against the REO Property not directly paid by tenants under any Leases and not included in any reimbursable common area maintenance expenses paid by tenants under any Leases shall be prorated as of the Closing Date, based on a three hundred sixty-five (365) day year. If the Closing shall occur before the tax rate or the assessed valuation of the REO Property is fixed for the then-current year, the apportionment of taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. Subsequent to the Closing, when the tax rate and the assessed valuation of the REO Property is fixed for the year in which the Closing occurs, the parties agree to adjust the proration of taxes and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment, provided, however, the same shall be determined no later than sixty (60) days after receipt of the tax xxxx/assessed valuation/tax rate for the current year. (iii) Any cash security deposit provided for under any Lease shall be credited to Purchaser on the Closing Date and Purchaser shall assume Seller’s obligations related to such security deposits. (iv) Seller shall be entitled to a credit for all security deposits held by any of the utility companies providing service to the REO Property for the benefit of Purchaser where such deposits are transferred by the utility to Purchaser’s account. Seller shall endeavor to obtain meter readings on the day before the Closing Date, and if such readings are obtained, there shall be no proration of such items and Seller shall pay at Closing the bills therefor for the period to the day preceding the Closing, and Purchaser shall pay the bills therefor for the period subsequent thereto. If any utility company will not issue separate bills, Purchaser will receive a credit against the Purchase Price for Seller’s portion and will pay the entire xxxx prior to delinquency after Closing. Purchaser shall be responsible for making any security deposits required by utility companies providing service to the REO Property. (v) Payments with respect to any service contracts for the REO Property, if any, shall be prorated as of the Closing Date, based on the actual number of days in the billing period for such respective service contracts. (vi) Any other operating expenses of the REO Property not directly paid by tenants under any Leases and not included in any reimbursable common area maintenance expenses paid by tenants under any Leases, shall be prorated as of the Closing Date, based on a three hundred sixty-five (365) day year. If the Closing shall occur before the actual amount of all other operating expenses with respect to the REO Property for the month in which the Closing occurs are determined, the apportionment of such other operating expenses shall be upon the basis of the prior month’s actual amount of such other operating expenses. Subsequent to the Closing, when the actual amount of such other operating expenses for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment.

General Prorations. All amounts set forth in the following numbered paragraphs shall, except as otherwise provided in this Section 34, be prorated to 11:59 p.m. local time on the day before the Closing Date with Purchaser receiving the benefits and burdens of ownership on and after the Closing Date. (i) Seller shall be entitled to all net cash flow received from or produced by the REO Property prior to the Closing Date. From and after the occurrence of the Closing, Purchaser shall be entitled to all net cash flow received from or produced by the REO Property after the Closing Date. All gross rents (and other amounts due and payable by tenants under Leases and any and all other income from the REO Property including, but not limited to minimum rent, percentage rent and common area maintenance, tax and insurance reimbursements to be made by the tenantsProperty) actually received, shall be prorated as of the Closing Date, based on the actual days in the month of the Closing. If the Closing shall occur before rents and all other amounts due and payable by the tenants under the Leases and all other income from the REO Property have actually been paid for the month in which the Closing occurs, the apportionment of such rents and other amounts and other income shall be upon the basis of such rents and other amounts and other income actually received by Seller. Subsequent to Closing, if any such rents and other income are actually received by Purchaser or Seller, all such amounts shall first be applied to current rents due and payable for the month in which the same are received, second, to post-Closing past due rents, third, to past-due rents due and payable for pre-Closing periods, and fourth, the balance shall immediately paid by Purchaser to Seller or Seller to Purchaser, as applicable. Purchaser shall use diligent, good-faith efforts and in the ordinary course of business (but with no obligation to incur any expenses or commence litigation to collect such rents) to collect any such rents and other amounts and other income not apportioned at the Closing for the benefit of Seller and shall continue to collect any such rents for the benefit of Seller for a six three (63) month period commencing on Closing. (ii) General real estate taxes and assessments against the REO Property (not directly paid by tenants under any Leases and not included in any reimbursable common area maintenance expenses paid by tenants under any Leases Leases) shall be prorated as of the Closing Date, based on a three hundred sixty-five (365) day year. If the Closing shall occur before the tax rate or the assessed valuation of the REO Property is fixed for the then-current year, the apportionment of taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. Subsequent to the Closing, when the tax rate and the assessed valuation of the REO Property is fixed for the year in which the Closing occurs, the parties agree to adjust the proration of taxes and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment, provided, however, the same shall be determined no later than sixty (60) days after receipt of the tax xxxx/assessed valuation/tax rate for the current year. (iii) Any cash security deposit provided for under any Lease held by Seller at the time of Closing shall be credited to Purchaser on the Closing Date and Purchaser shall assume Seller’s obligations related to such security deposits. (iv) Seller shall be entitled to a credit for all security deposits held by any of the utility companies or other companies providing service to the REO Property for the benefit of Purchaser where such deposits are transferred by the utility company or other company to Purchaser’s account. Seller shall endeavor to obtain meter readings on the day before the Closing Date, and if such readings are obtained, there shall be no proration of such items and Seller shall pay at Closing the bills therefor for the period to the day preceding the Closing, and Purchaser shall pay the bills therefor for the period subsequent thereto. If any utility company will not issue separate bills, Purchaser will receive a credit against the Purchase Price for Seller’s portion and will pay the entire xxxx prior to delinquency after Closing. From and after the Closing Date, Purchaser shall be responsible for making any security deposits required by utility companies providing service to the REO Property. (v) Payments with respect to any service contracts for the REO PropertyPermits, if any, shall be prorated as of the Closing Date, based on the actual number of days in the billing period for such respective service contractsPermit. (vi) Any other operating expenses of the REO Property not directly paid by tenants under any Leases and not included in any reimbursable common area maintenance expenses paid by tenants under any Leases, shall be prorated as of the Closing Date, based on a three hundred sixty-five (365) day year. If the Closing shall occur before the actual amount of all other operating expenses with respect to the REO Property for the month in which the Closing occurs are determined, the apportionment of such other operating expenses shall be upon the basis of the prior month’s actual amount of such other operating expenses. Subsequent to the Closing, when the actual amount of such other operating expenses for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. (vii) All insurance policies and property management agreements shall be terminated as of the Closing Date and there shall be no proration with respect to these items. (viii) Any leasing commissions with respect to the Leases shall be the sole responsibility of Seller if incurred prior to the Closing Date, and shall be paid or discharged fully at or prior to Closing. Any leasing commissions with respect to the Leases shall be the sole responsibility of Purchaser if incurred on or after the Closing Date.

General Prorations. All amounts set forth in the following numbered paragraphs shall, except as otherwise provided in this Section 34, be prorated to 11:59 p.m. local time on the day before the Closing Date with Purchaser receiving the benefits Real estate taxes and burdens of ownership on and after the Closing Date. (i) Seller shall be entitled to all net cash flow received from or produced by the REO Property prior to the Closing Date. From and after the occurrence of the Closing, Purchaser shall be entitled to all net cash flow received from or produced by the REO Property after the Closing Date. All gross rents (and other amounts due and payable by tenants under Leases and all other income from the REO Property including, but not limited to minimum rent, percentage rent and common area maintenance, tax and insurance reimbursements to be made by the tenants) actually received, assessments shall be prorated as of the Closing Date, based on the actual days with Buyer deemed to be in the month ownership of the Closing. If Property as of the Closing Date. Seller shall occur before rents pay all installments of property taxes and all other amounts due and payable by the tenants under the Leases and all other income from the REO Property have actually been paid for the month in which the Closing occurs, the apportionment of such rents special and other amounts and other income shall be upon the basis of such rents and other amounts and other income actually received by Seller. Subsequent to Closing, if any such rents and other income are actually received by Purchaser or Seller, all such amounts shall first be applied to current rents assessments due and payable for the month in which period prior to the same are received, second, to post-Closing past due rents, third, to past-due rents Date and Buyer shall pay all installments of property taxes and special and other assessments first becoming due and payable for pre-the period on or after the Closing periodsDate. If the applicable tax rate and assessments for the Property have not been established for the year in which Closing occurs, the proration of real estate taxes will be based upon the rate and assessments for the preceding year and shall be readjusted as provided in this Section 9.6.1(a). Promptly after the new tax rate or assessment is fixed, the apportionment of taxes or assessments shall be recomputed and any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments as of the Closing Date shall be promptly corrected and the proper party reimbursed, which obligations shall survive the Closing. Notwithstanding the foregoing or anything else contained in this Agreement, any and all increases in real estate taxes and/or assessments that result from the sale of the Property to Buyer shall be borne solely and exclusively by Buyer. Seller shall be charged and responsible for all taxes and assessments with respect to all periods prior to the Closing Date (including without limitation, any supplemental tax assessments relating to any reassessment of the Property applicable to any period prior to the Closing Date or any other supplemental tax assessment or “escape” taxes), and fourth, the balance Buyer shall immediately paid by Purchaser to Seller or Seller to Purchaser, as applicable. Purchaser shall use diligent, good-faith efforts be charged and in the ordinary course of business to collect any responsible for all such rents and other amounts and other income not apportioned at the Closing for the benefit of Seller and shall continue to collect any such rents for the benefit of Seller for a six (6) month period commencing on Closing. (ii) General real estate taxes and assessments against with respect to all periods from and after the REO Closing Date. If any reduction in real estate taxes or assessments affecting the Property not directly paid by tenants under any Leases and not included in any reimbursable common area maintenance expenses paid by tenants under any Leases shall be prorated granted for any the tax year prior to, or in which, the Closing occurs, Seller shall be entitled to receive its pro rata share of such reduction that accrued prior to the Closing Date, in the form of a refund from the taxing authority or payment from Buyer upon Buyer's receipt of a refund or credit against current taxes or assessments which is attributable to any such reduction. The provisions of this Section 9.6.1(a) shall survive the Close of Escrow. Seller shall promptly inform Buyer of any notices of reassessment for the base year value adjustments that are attributable to the Property assessment and taxes as of the Closing Date. Additionally, based on a three hundred sixty-five (365) day year. If with respect to any tax proceedings that relate to the Closing shall occur before Property for the tax rate or the assessed valuation of the REO Property is fixed for the then-current year, the apportionment of taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. Subsequent to the Closing, when the tax rate and the assessed valuation of the REO Property is fixed for the year in which the Closing occurs, the parties agree to adjust the proration of taxes and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment, provided, however, the same shall be determined no later than sixty (60) days after receipt of the tax xxxx/assessed valuation/tax rate for the current year. (iii) Any cash security deposit provided for under any Lease shall be credited to Purchaser on the Closing Date and Purchaser shall assume Seller’s obligations related to such security deposits. (iv) Seller shall be entitled to a credit for all security deposits held by not settle any such tax proceeding without the prior written consent of the utility companies providing service to the REO Property for the benefit of Purchaser where such deposits are transferred by the utility to Purchaser’s account. Seller shall endeavor to obtain meter readings on the day before the Closing Date, Buyer and if such readings are obtained, there shall be no proration of such items and Seller shall pay at Closing the bills therefor for the period to the day preceding the Closing, and Purchaser shall pay the bills therefor for the period subsequent thereto. If any utility company will not issue separate bills, Purchaser will receive a credit against the Purchase Price for Seller’s portion and will pay the entire xxxx prior to delinquency after Closing. Purchaser shall be responsible for making any security deposits required by utility companies providing service to the REO Property. (v) Payments refund with respect to any service contracts for the REO Property, if any, such tax year shall be prorated apportioned between Seller and Buyer as of the Closing Date, Date based on the actual number each party’s respective periods of days in the billing period for such respective service contracts. (vi) Any other operating expenses ownership of the REO Property not directly paid by tenants under Property. Buyer may settle any Leases and not included in any reimbursable common area maintenance expenses paid by tenants under any Leases, shall be prorated as of tax proceedings for the Closing Date, based on a three hundred sixty-five (365) day year. If the Closing shall occur before the actual amount of all other operating expenses with respect to the REO Property for the month tax year in which the Closing occurs are determinedoccurs, subject to the apportionment of such other requirements. The parties shall adjust and prorate utility charges and operating expenses (other than those under service contracts, as none of same shall be upon assumed by Buyer) attributable to the basis Property as of the prior month’s actual amount date of such other operating expenses. Subsequent Close of Escrow, with Buyer deemed to own the Closing, when the actual amount of such other operating expenses for the month in which Property on the Closing occurs are determined, the parties agree to adjust the proration of such other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustmentDate.

General Prorations. All amounts set forth in There will be no proration for any taxes, assessments and operating expenses applicable to the following numbered paragraphs shallP Building, except as otherwise provided in this Section 34it being agreed that, be prorated with respect to 11:59 p.m. local time on such portion of the day before the Closing Date with Purchaser receiving the benefits and burdens of ownership on and after the Closing Date. Property (i) Seller shall be entitled to all net cash flow received from or produced by is solely liable for the REO payment thereof as owner of the Property for the period prior to the Closing Date. From Closing; and (ii) Natrol will be solely liable for the payment thereof as a tenant under one of the Natrol Leases for the period from and after the occurrence of Closing. With respect to the ClosingO Building, Purchaser shall be entitled to all net cash flow received from or produced by the REO Property after the Closing Date. All gross rents (taxes, assessments and other amounts due and payable by tenants under Leases and all other income from the REO Property including, but not limited to minimum rent, percentage rent and common area maintenance, tax and insurance reimbursements to be made by the tenants) actually received, operating expenses shall be prorated as of the Closing, with Seller being responsible for the payment thereof as owner of the Property for the period prior to the Closing, and Purchaser being responsible for the payment thereof for the period from and after the Closing Date(subject to the obligations of Natrol, based on as a tenant under the actual days in applicable Natrol Lease, and Xxxxxx, as a tenant under the month Xxxxxx Lease, for payment of their applicable share thereof). Any rent paid under the Xxxxxx Lease will be prorated at the Closing. If At the Closing, Purchaser will receive a credit for the first installment of Rent due under the Natrol Leases (i.e., Rent for the period from the Closing shall occur before rents and all other amounts due and payable by Date through the tenants under last day of the Leases and all other income from first full calendar month following the REO Property have actually been paid for the calendar month in which the Closing occurs; e.g., if the Closing occurs April 28, 2007, the apportionment of such rents and other amounts and other income shall be upon the basis of such rents and other amounts and other income actually received by Seller. Subsequent to Closing, if any such rents and other income are actually received by Purchaser or Seller, all such amounts shall first be applied to current rents Rent due and payable for the month in which the same are received, second, to post-Closing past due rents, third, to past-due rents due and payable for pre-Closing periods, and fourth, the balance shall immediately paid by Purchaser to Seller or Seller to Purchaser, as applicable. Purchaser shall use diligent, good-faith efforts and in the ordinary course of business to collect any such rents and other amounts and other income not apportioned at the Closing for the benefit of Seller and shall continue to collect any such rents for the benefit of Seller for a six (6) month period commencing on Closing. (ii) General real estate taxes and assessments against the REO Property not directly paid by tenants under any Leases and not included in any reimbursable common area maintenance expenses paid by tenants under any Leases shall would be prorated as of the Closing Date, based on a three hundred sixty-five (365) day year. If the Closing shall occur before the tax rate or the assessed valuation of the REO Property is fixed for the then-current year, the apportionment of taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. Subsequent to the Closing, when the tax rate and the assessed valuation of the REO Property is fixed for the year in which the Closing occurs, the parties agree to adjust the proration of taxes and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment, provided, however, the same shall be determined no later than sixty (60) days after receipt of the tax xxxx/assessed valuation/tax rate for the current year. (iii) Any cash security deposit provided for under any Lease shall be credited to Purchaser on the Closing Date and Purchaser shall assume Seller’s obligations related to such security deposits. (iv) Seller shall be entitled to a credit for all security deposits held by any of the utility companies providing service to the REO Property for the benefit of Purchaser where such deposits are transferred by the utility to Purchaser’s account. Seller shall endeavor to obtain meter readings on the day before the Closing Date, and if such readings are obtained, there shall be no proration of such items and Seller shall pay at Closing the bills therefor for the period April 28 through May 31, 2007), together with the security deposit required to the day preceding the Closing, and Purchaser shall pay the bills therefor for the period subsequent theretobe delivered thereunder. If Seller has failed to pay any utility company will not issue separate billsXxxxxx Leasing Costs (as hereinafter defined), Purchaser will receive a credit against therefore at the Purchase Price for Seller’s portion and Closing and, in such event, Purchaser will assume the obligation to pay the entire xxxx prior amount so credited when due, release Seller from its obligation to delinquency after Closingdo so and indemnify Seller in connection therewith. Purchaser shall be responsible for making All apportionments are subject to post-closing adjustments as necessary to reflect later relevant information not available at the Closing and to correct any security deposits required by utility companies providing service to errors made at the REO Property. (v) Payments Closing with respect to any service contracts for the REO Property, if any, shall be prorated as of the Closing Date, based on the actual number of days in the billing period for such respective service contracts. (vi) Any other operating expenses of the REO Property not directly paid by tenants under any Leases and not included in any reimbursable common area maintenance expenses paid by tenants under any Leases, shall be prorated as of the Closing Date, based on a three hundred sixty-five (365) day yearapportionments. If the Closing shall occur before the actual amount of all other operating expenses with respect to the REO Property for the month in which the Closing occurs are determinedAs used herein, the apportionment of such term “Xxxxxx Leasing Costs” means all leasing commissions, tenant finish cost and other operating expenses shall be upon costs associated with the basis of the prior month’s actual amount of such other operating expenses. Subsequent to the Closing, when the actual amount of such other operating expenses for the month in which the Closing occurs are determined, the parties agree to adjust the proration of such other operating expenses and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustmentXxxxxx Lease.