Common use of Matters to be Adjusted or Prorated Clause in Contracts

Matters to be Adjusted or Prorated. To the extent then ---------------------------------- capable of being calculated or estimated, on the Closing Date (the "Prorations ---------- Settlement"), and otherwise within 30 days after the Closing Date, the following ---------- items shall be apportioned as of the Cut-Off Time with respect to the Property and appropriate payments made as described in this Agreement in respect thereof (collectively, the "Adjustments"): ----------- (a) Real estate and ad valorem taxes and assessments based on the rates and assessed valuation applicable in the current fiscal tax year, or if not established for such year, the latest fiscal year for which assessed. (In the latter case, an appropriate correction in the adjustment shall be made within one year after the Closing Date when the current year's assessments are established.) (b) All rates, rents, charges, and payments for sewer, water, gas, electricity, telephone and other utility services for which final bills have not been rendered as of the Closing Date. Seller shall exercise reasonable efforts to cause meters to be read as of the Closing Date. (c) Compensation for all employees, including all accrued wages, fringe benefits, including pension and similar benefits, vacation and sick pay, unemployment compensation, social security and other payroll taxes, and disability and workers' compensation insurance. (d) Any taxes accrued and/or payable to the various local governments by any business entity operating the Hotel and its related businesses, including business and occupation taxes, retail sales taxes, gross receipts taxes, and other special lodging or hotel taxes, but excluding income taxes and franchise taxes of Seller. (e) Rents collected under the Space Leases, including percentage rents (if any) based on the results from the most recently completed period (and adjusting payments shall be made as soon as reasonably practical after the Closing Date when final results are reported). (f) All revenues from the rental of Hotel rooms (exclusive of Other Revenues) ("Room Revenues") for the night that includes 12:01 a.m. on the ------------- Closing Date, which shall be divided equally between Purchaser and Seller. (g) All revenues earned from operation of the Hotel other than Room Revenues, including without limitation, revenues from the sale of food, beverages, rental of meeting and banquet rooms, telephone sales, vending machines, valet and parking services, revenues from any "mini-bars" located in the Hotel rooms and all other revenues (the "Other Revenues"), provided that Other Revenues arising from the -------------- sale of food and beverages in restaurants and bars which do not remain open the entire Cut-Off Night shall be apportioned as of the last hour at which the applicable restaurant or bar is open. (h) All sales, excise, hotel occupancy or other similar taxes (excluding in any event income, franchise and real property taxes) collected with respect to the Room Revenues and Other Revenues. (i) All costs and expenses of operating the Hotel, including without limitation, amounts paid or payable under the Contracts, Franchise Agreements, and FF&E Leases which are reasonably capable of such proration. (j) Seller's active guest ledger, cash drawers and house account, which shall be purchased at par. Seller shall pay all accounts payable at the Hotel relating to services or goods provided prior to Closing. With respect to subparagraph (b) through (j) it is the intent of Seller and Purchaser that all income and expenses relating to the Property shall be prorated as provided in this Section 12 such that Seller shall have the benefit ---------- of all income and be responsible for all expenses and liabilities incurred in connection with the Property fairly allocable to the period prior to the Closing Date and that Operating Lessee under the Operating Lease at the Property shall have the benefit of all income and be responsible for all expenses and liabilities of the Property relating to the period from and after the Closing Date. With respect to the prorations and Adjustments set forth in subparagraph (a) of this Section 12.1, the Purchase Price shall be adjusted based on the ------------ prorations between Seller and Purchaser with respect to such subparagraph.

Matters to be Adjusted or Prorated. To the extent then ---------------------------------- capable of being calculated or estimated, on the Closing Date (the "Prorations ---------- Settlement"), and otherwise within 30 days after the Closing Date, the following ---------- items shall be apportioned as of the Cut-Off Time with respect to the Property and appropriate payments made as described in this Agreement in respect thereof (collectively, the "Adjustments"): ----------- (a) Real estate and ad valorem taxes and assessments based on the rates and assessed valuation applicable in the current fiscal tax year, or if not established for such year, the latest fiscal year for which assessed. (In the latter case, an appropriate correction in the adjustment shall be made within one year after the Closing Date when the current year's assessments are established.) (b) All rates, rents, charges, and payments for sewer, water, gas, electricity, telephone and other utility services for which final bills have not been rendered as of the Closing Date. Seller shall exercise reasonable efforts to cause meters to be read as of the Closing Date. (c) Compensation for all employees, including all accrued wages, fringe benefits, including pension and similar benefits, vacation and sick pay, unemployment compensation, social security and other payroll taxes, and disability and workers' compensation insurance. (d) Any taxes accrued and/or payable to the various local governments by any business entity operating the Hotel and its related businesses, including business and occupation taxes, retail sales taxes, gross receipts taxes, and other special lodging or hotel taxes, but excluding income taxes and franchise taxes of Seller. (e) Rents collected under the Space Leases, including percentage rents (if any) based on the results from the most recently completed period (and adjusting payments shall be made as soon as reasonably practical after the Closing Date when final results are reported). (f) All revenues from the rental of Hotel rooms (exclusive of Other Revenues) ("Room Revenues") for the night that includes 12:01 a.m. on the ------------- Closing Date, which shall be divided equally between Purchaser and Seller. (g) All revenues earned from operation of the Hotel other than Room Revenues, including without limitation, revenues from the sale of food, beverages, rental of meeting and banquet rooms, telephone sales, vending machines, valet and parking services, revenues from any "mini-bars" located in the Hotel rooms and all other revenues (the "Other Revenues"), provided that -------------- Other Revenues arising from the -------------- sale of food and beverages in restaurants and bars which do not remain open the entire Cut-Off Night shall be apportioned as of the last hour at which the applicable restaurant or bar is open. (h) All sales, excise, hotel occupancy or other similar taxes (excluding in any event income, franchise and real property taxes) collected with respect to the Room Revenues and Other Revenues. (i) All costs and expenses of operating the Hotel, including without limitation, amounts paid or payable under the Contracts, Franchise Agreements, Contracts and FF&E Leases which are reasonably capable of such proration. (j) Seller's active guest ledger, cash drawers and house account, which shall be purchased at par. Seller shall pay all accounts payable at the Hotel relating to services or goods provided prior to Closing. With respect to subparagraph (b) through (j) (but excluding subparagraph (e) with respect to the Shopping Center Leases and any deposits held by Seller in connection therewith), it is the intent of Seller and Purchaser that all income and expenses relating to the Property shall be prorated as provided in this Section 12 such that Seller shall have the benefit ---------- of all income and be responsible for all expenses and liabilities incurred in connection with the Property fairly allocable to the period prior to the Closing Date and that Operating Lessee under the Operating Lease at the Property shall have the benefit of all income and be responsible for all expenses and liabilities of the Property relating to the period from and after the Closing Date. With respect to the prorations and Adjustments set forth in subparagraph subparagraphs (a) and (e) (with respect to the Shopping Center Leases only) of this Section ------- 12.1, the Purchase Price shall be adjusted based on the ------------ prorations between ---- Seller and Purchaser with respect to such subparagraphsubparagraphs.

Matters to be Adjusted or Prorated. To the extent then ---------------------------------- capable of being calculated or estimated, on the Closing Date (the "Prorations ---------- Settlement"), and otherwise within 30 days after the Closing Date, the following ---------- items shall be apportioned as of the Cut-Off Time with respect to the Property and appropriate payments made as described in this Agreement in respect thereof (collectively, the "Adjustments"): ----------- (a) Real estate and ad valorem taxes and assessments based on the rates and assessed valuation applicable in the current fiscal tax year, or if not established for such year, the latest fiscal year for which assessed. (In the latter case, an appropriate correction in the adjustment shall be made within one year after the Closing Date when the current year's assessments are established.) (b) All rates, rents, charges, and payments for sewer, water, gas, electricity, telephone and other utility services for which final bills have not been rendered as of the Closing Date. Seller shall exercise reasonable efforts to cause meters to be read as of the Closing Date. (c) Compensation for all employees, including all accrued wages, fringe benefits, including pension and similar benefits, vacation and sick pay, unemployment compensation, social security and other payroll taxes, and disability and workers' compensation insurance. (d) Any taxes accrued and/or payable to the various local governments by any business entity operating the Hotel and its related businesses, including business and occupation taxes, retail sales taxes, gross receipts taxes, and other special lodging or hotel taxes, but excluding income taxes and franchise taxes of Seller. (e) Rents collected under the Space Leases, including percentage rents (if any) based on the results from the most recently completed period (and adjusting payments shall be made as soon as reasonably practical after the Closing Date when final results are reported). (f) All revenues from the rental of Hotel rooms (exclusive of Other Revenues) ("Room Revenues") for the night that includes 12:01 a.m. on the ------------- Closing Date, which shall be divided equally between Purchaser and Seller. (g) All revenues earned from operation of the Hotel other than Room Revenues, including without limitation, revenues from the sale of food, beverages, rental of meeting and banquet rooms, telephone sales, vending machines, valet and parking services, revenues from any "mini-bars" located in the Hotel rooms and all other revenues (the "Other Revenues"), provided that -------------- Other Revenues arising from the -------------- sale of food and beverages in restaurants and bars which do not remain open the entire Cut-Off Night shall be apportioned as of the last hour at which the applicable restaurant or bar is open. (h) All sales, excise, hotel occupancy or other similar taxes (excluding in any event income, franchise and real property taxes) collected with respect to the Room Revenues and Other Revenues. (i) All costs and expenses of operating the Hotel, including without limitation, amounts paid or payable under the Contracts, Franchise AgreementsAgreement, and FF&E Leases which are reasonably capable of such proration. (j) Seller's active guest ledger, cash drawers and house account, which shall be purchased at par. Seller shall pay all accounts payable at the Hotel relating to services or goods provided prior to Closing. With respect to subparagraph (b) through (j) ), it is the intent of Seller and Purchaser that all income and expenses relating to the Property shall be prorated as provided in this Section 12 such that Seller shall have the ---------- benefit ---------- of all income and be responsible for all expenses and liabilities incurred in connection with the Property fairly allocable to the period prior to the Closing Date and that Operating Lessee under the Operating Lease at the Property shall have the benefit of all income and be responsible for all expenses and liabilities of the Property relating to the period from and after the Closing Date. With respect to the prorations and Adjustments set forth in subparagraph (a) of this Section 12.1, the Purchase Price shall be adjusted based on the ------------ prorations between Seller and Purchaser with respect to such subparagraph.

Matters to be Adjusted or Prorated. To the extent then ---------------------------------- capable of being calculated or estimated, on the Closing Date (the "Prorations ---------- Settlement"), and otherwise within 30 days after the Closing Date, the following ---------- items shall be apportioned as of the Cut-Off Time with respect to the Property and appropriate payments made as described in this Agreement in respect thereof (collectively, the "Adjustments"): -----------): (a) Real estate and ad valorem taxes and assessments based on the rates and assessed valuation applicable in the current fiscal tax year, or if not established for such year, the latest fiscal year for which assessed. (In the latter case, an appropriate correction in the adjustment shall be made within one year after the Closing Date when the current year's assessments are established.) (b) All rates, rents, charges, and payments for sewer, water, gas, electricity, telephone and other utility services for which final bills have not been rendered as of the Closing Date. Seller shall exercise reasonable efforts to cause meters to be read as of the Closing Date. (c) Compensation for all employees, including all accrued wages, fringe benefits, including pension and similar benefits, vacation and sick pay, unemployment compensation, social security and other payroll taxes, and disability and workers' compensation insurance. (d) Any taxes accrued and/or payable to the various local governments by any business entity operating the Hotel and its related businesses, including business and occupation taxes, retail sales taxes, gross receipts taxes, and other special lodging or hotel taxes, but excluding income taxes and franchise taxes of Seller. (e) Rents collected under the Space Leases, including percentage rents (if any) based on the results from the most recently completed period (and adjusting payments shall be made as soon as reasonably practical after the Closing Date when final results are reported). (f) All revenues from the rental of Hotel rooms (exclusive of Other Revenues) ("Room Revenues") for the night that includes 12:01 a.m. on the ------------- Closing Date, which shall be divided equally between Purchaser and Seller. (g) All revenues earned from operation of the Hotel other than Room Revenues, including without limitation, revenues from the sale of food, beverages, rental of meeting and banquet rooms, telephone sales, vending machines, valet and parking services, revenues from any "mini-bars" located in the Hotel rooms and all other revenues (the "Other Revenues"), provided that Other Revenues arising from the -------------- sale of food and beverages in restaurants and bars which do not remain open the entire Cut-Off Night shall be apportioned as of the last hour at which the applicable restaurant or bar is open. (h) All sales, excise, hotel occupancy or other similar taxes (excluding in any event income, franchise and real property taxes) collected with respect to the Room Revenues and Other Revenues. (i) All costs and expenses of operating the Hotel, including without limitation, amounts paid or payable under the Contracts, Franchise AgreementsAgreement, and FF&E Leases which are reasonably capable of such proration. (j) Seller's active guest ledger, cash drawers and house account, which shall be purchased at par. Seller shall pay all accounts payable at the Hotel relating to services or goods provided prior to Closing. With respect to subparagraph (b) through (j) ), it is the intent of Seller and Purchaser that all income and expenses relating to the Property shall be prorated as provided in this Section 12 such that Seller shall have the benefit ---------- of all income and be responsible for all expenses and liabilities incurred in connection with the Property fairly allocable to the period prior to the Closing Date and that Operating Lessee under the Operating Lease at the Property shall have the benefit of all income and be responsible for all expenses and liabilities of the Property relating to the period from and after the Closing Date. With respect to the prorations and Adjustments set forth in subparagraph (a) of this Section 12.1, the Purchase Price shall be adjusted based on the ------------ prorations between Seller and Purchaser with respect to such subparagraph.

Matters to be Adjusted or Prorated. To the extent ---------------------------------- then ---------------------------------- capable of being calculated or estimated, on the Closing Date (the "Prorations ---------- Settlement"), and otherwise within 30 days after the Closing Date, --------------------- the following ---------- items shall be apportioned as of the Cut-Off Time with respect to the Property and appropriate payments made as described in this Agreement in respect thereof (collectively, the "Adjustments"): ----------- (a) Real estate and ad valorem taxes and assessments based on the rates and assessed valuation applicable in the current fiscal tax year, or if not established for such year, the latest fiscal year for which assessed. (In the latter case, an appropriate correction in the adjustment shall be made within one year after the Closing Date when the current year's assessments are established.) (b) All rates, rents, charges, and payments for sewer, water, gas, electricity, telephone and other utility services for which final bills have not been rendered as of the Closing Date. Seller shall exercise reasonable efforts to cause meters to be read as of the Closing Date. (c) Compensation for all employees, including all accrued wages, fringe benefits, including pension and similar benefits, vacation and sick pay, unemployment compensation, social security and other payroll taxes, and disability and workers' compensation insurance. (d) Any taxes accrued and/or payable to the various local governments by any business entity operating the Hotel and its related businesses, including business and occupation taxes, retail sales taxes, gross receipts taxes, and other special lodging or hotel taxes, but excluding income taxes and franchise taxes of Seller. (e) Rents collected under the Space Leases, including percentage rents (if any) based on the results from the most recently completed period (and adjusting payments shall be made as soon as reasonably practical after the Closing Date when final results are reported). (f) All revenues from the rental of Hotel rooms (exclusive of Other Revenues) ("Room Revenues") for the night that includes 12:01 a.m. on the ------------- Closing Date, which shall be divided equally between Purchaser and Seller. (g) All revenues earned from operation of the Hotel other than Room Revenues, including without limitation, revenues from the sale of food, beverages, rental of meeting and banquet rooms, telephone sales, vending machines, valet and parking services, revenues from any "mini-bars" located in the Hotel rooms and all other revenues (the "Other Revenues"), provided that Other Revenues arising from the -------------- sale of food and beverages in restaurants and bars which do not remain open the entire Cut-Off Night shall be apportioned as of the last hour at which the applicable restaurant or bar is open. (h) All sales, excise, hotel occupancy or other similar taxes (excluding in any event income, franchise and real property taxes) collected with respect to the Room Revenues and Other Revenues. (i) All costs and expenses of operating the Hotel, including without limitation, amounts paid or payable under the Contracts, Franchise AgreementsAgreement, and FF&E Leases which are reasonably capable of such proration. (j) Seller's active guest ledger, cash drawers and house account, which shall be purchased at par. Seller shall pay all accounts payable at the Hotel relating to services or goods provided prior to Closing. With respect to subparagraph (b) through (j) ), it is the intent of Seller and Purchaser that all income and expenses relating to the Property shall be prorated as provided in this Section 12 such that Seller shall have the ---------- benefit ---------- of all income and be responsible for all expenses and liabilities incurred in connection with the Property fairly allocable to the period prior to the Closing Date and that Operating Lessee under the Operating Lease at the Property shall have the benefit of all income and be responsible for all expenses and liabilities of the Property relating to the period from and after the Closing Date. With respect to the prorations and Adjustments set forth in subparagraph (a) of this Section 12.1, the Purchase Price shall be adjusted ------------ based on the ------------ prorations between Seller and Purchaser with respect to such subparagraph.

Matters to be Adjusted or Prorated. To the extent then ---------------------------------- capable of being calculated or estimated, on the Closing Date (the "Prorations ---------- Settlement"), and otherwise within 30 days after the Closing Date, the following ---------- items shall be apportioned as of the Cut-Off Time with respect to the Property and appropriate payments made as described in this Agreement in respect thereof (collectively, the "Adjustments"): ----------- (a) Real estate and ad valorem taxes and assessments based on the rates and assessed valuation applicable in the current fiscal tax year, or if not established for such year, the latest fiscal year for which assessed. (In the latter case, an appropriate correction in the adjustment shall be made within one year after the Closing Date when the current year's assessments are established.) (b) All rates, rents, charges, and payments for sewer, water, gas, electricity, telephone and other utility services for which final bills have not been rendered as of the Closing Date. Seller shall exercise reasonable efforts to cause meters to be read as of the Closing Date. (c) Compensation for all employees, including all accrued wages, fringe benefits, including pension and similar benefits, vacation and sick pay, unemployment compensation, social security and other payroll taxes, and disability and workers' compensation insurance. (d) Any taxes accrued and/or payable to the various local governments by any business entity operating the Hotel and its related businesses, including business and occupation taxes, retail sales taxes, gross receipts taxes, and other special lodging or hotel taxes, but excluding income taxes and franchise taxes of Seller. (e) Rents collected under the Space Leases, including percentage rents (if any) based on the results from the most recently completed period (and adjusting payments shall be made as soon as reasonably practical after the Closing Date when final results are reported). (f) All revenues from the rental of Hotel rooms (exclusive of Other Revenues) ("Room Revenues") for the night that includes 12:01 a.m. on the ------------- Closing Date, which shall be divided equally between Purchaser and Seller. (g) All revenues earned from operation of the Hotel other than Room Revenues, including without limitation, revenues from the sale of food, beverages, rental of meeting and banquet rooms, telephone sales, vending machines, valet and parking services, revenues from any "mini-bars" located in the Hotel rooms and all other revenues (the "Other Revenues"), provided that -------------- Other Revenues arising from the -------------- sale of food and beverages in restaurants and bars which do not remain open the entire Cut-Off Night shall be apportioned as of the last hour at which the applicable restaurant or bar is open. (h) All sales, excise, hotel occupancy or other similar taxes (excluding in any event income, franchise and real property taxes) collected with respect to the Room Revenues and Other Revenues. (i) All costs and expenses of operating the Hotel, including without limitation, amounts paid or payable under the Contracts, Franchise AgreementsAgreement, and FF&E Leases which are reasonably capable of such proration. (j) Seller's active guest ledger, cash drawers and house account, which shall be purchased at par. Seller shall pay all accounts payable at the Hotel relating to services or goods provided prior to Closing. With respect to subparagraph (b) through (j) ), it is the intent of Seller and Purchaser that all income and expenses relating to the Property shall be prorated as provided in this Section 12 such that Seller shall have the ---------- benefit ---------- of all income and be responsible for all expenses and liabilities incurred in connection with the Property fairly allocable to the period prior to the Closing Date and that Operating Lessee under the Operating Lease at the Property shall have the benefit of all income and be responsible for all expenses and liabilities of the Property relating to the period from and after the Closing Date. With respect to the prorations and Adjustments set forth in -34- subparagraph (a) of this Section 12.1, the Purchase Price shall be adjusted ------------ based on the ------------ prorations between Seller and Purchaser with respect to such subparagraph.

Matters to be Adjusted or Prorated. To the extent then ---------------------------------- capable of being calculated or estimated, on the Closing Date (the "Prorations ---------- Settlement"), and otherwise within 30 days after the Closing Date, the following ---------- items shall be apportioned as of the Cut-Off Time with respect to the Property and appropriate payments made as described in this Agreement in respect thereof (collectively, the "Adjustments"): ----------- (a) Real estate and ad valorem taxes and assessments based on the rates and assessed valuation applicable in the current fiscal tax year, or if not established for such year, the latest fiscal year for which assessed. (In the latter case, an appropriate correction in the adjustment shall be made within one year after the Closing Date when the current year's assessments are established.) (b) All rates, rents, charges, and payments for sewer, water, gas, electricity, telephone and other utility services for which final bills have not been rendered as of the Closing Date. Seller shall exercise reasonable efforts to cause meters to be read as of the Closing Date. (c) Compensation for all employees, including all accrued wages, fringe benefits, including pension and similar benefits, vacation and sick pay, unemployment compensation, social security and other payroll taxes, and disability and workers' compensation insurance. (d) Any taxes accrued and/or payable to the various local governments by any business entity operating the Hotel and its related businesses, including business and occupation taxes, retail sales taxes, gross receipts taxes, and other special lodging or hotel taxes, but excluding income taxes and franchise taxes of Seller. (e) Rents collected under the Space Leases, including percentage rents (if any) based on the results from the most recently completed period (and adjusting payments shall be made as soon as reasonably practical after the Closing Date when final results are reported). (f) All revenues from the rental of Hotel rooms (exclusive of Other Revenues) ("Room Revenues") for the night that includes 12:01 a.m. on the ------------- Closing Date, which shall be divided equally between Purchaser and Seller. (g) All revenues earned from operation of the Hotel other than Room Revenues, including without limitation, revenues from the sale of food, beverages, rental of meeting and banquet rooms, telephone sales, vending machines, valet and parking services, revenues from any "mini-bars" located in the Hotel rooms and all other revenues (the "Other Revenues"), provided that -------------- Other Revenues arising from the -------------- sale of food and beverages in restaurants and bars which do not remain open the entire Cut-Cut- Off Night shall be apportioned as of the last hour at which the applicable restaurant or bar is open. (h) All sales, excise, hotel occupancy or other similar taxes (excluding in any event income, franchise and real property taxes) collected with respect to the Room Revenues and Other Revenues. (i) Rents paid by Seller under the Hotel Lease, including any additional rent or percentage rents (if any) based on the results from the most recently completed period (and adjusting payments shall be made as soon as reasonably practical after the Closing Date when final results are reported). (j) All costs and expenses of operating the Hotel, including without limitation, amounts paid or payable under the Contracts, Franchise AgreementsAgreement, and FF&E Leases which are reasonably capable of such proration. (jk) Seller's active guest ledger, cash drawers and house account, which shall be purchased at par. Seller shall pay all accounts payable at the Hotel relating to services or goods provided prior to Closing. With respect to subparagraph (b) through (h), (j) and (k), it is the intent of Seller and Purchaser that all income and expenses relating to the Property shall be prorated as provided in this Section 12 such that Seller shall ---------- have the benefit ---------- of all income and be responsible for all expenses and liabilities incurred in connection with the Property fairly allocable to the period prior to the Closing Date and that Operating Lessee under the Operating Lease at the Property shall have the benefit of all income and be responsible for all expenses and liabilities of the Property relating to the period from and after the Closing Date. With respect to the prorations and Adjustments set forth in subparagraph subparagraphs (a) and (i) of this Section 12.1, the Purchase Price shall be ------------ adjusted based on the ------------ prorations between Seller and Purchaser with respect to such subparagraphsubparagraphs.

Matters to be Adjusted or Prorated. To the extent ---------------------------------- then ---------------------------------- capable of being calculated or estimated, on the Closing Date (the "Prorations ---------- Settlement"), and otherwise within 30 days after the Closing Date, --------------------- the following ---------- items shall be apportioned as of the Cut-Off Time with respect to the Property and appropriate payments made as described in this Agreement in respect thereof (collectively, the "Adjustments"): ----------- (a) Real estate and ad valorem taxes and assessments based on the rates and assessed valuation applicable in the current fiscal tax year, or if not established for such year, the latest fiscal year for which assessed. (In the latter case, an appropriate correction in the adjustment shall be made within one year after the Closing Date when the current year's assessments are established.) (b) All rates, rents, charges, and payments for sewer, water, gas, electricity, telephone and other utility services for which final bills have not been rendered as of the Closing Date. Seller shall exercise reasonable efforts to cause meters to be read as of the Closing Date. (c) Compensation for all employees, including all accrued wages, fringe benefits, including pension and similar benefits, vacation and sick pay, unemployment compensation, social security and other payroll taxes, and disability and workers' compensation insurance. (d) Any taxes accrued and/or payable to the various local governments by any business entity operating the Hotel and its related businesses, including business and occupation taxes, retail sales taxes, gross receipts taxes, and other special lodging or hotel taxes, but excluding income taxes and franchise taxes of Seller. (e) Rents collected under the Space Leases, including percentage rents (if any) based on the results from the most recently completed period (and adjusting payments shall be made as soon as reasonably practical after the Closing Date when final results are reported). (f) All revenues from the rental of Hotel rooms (exclusive of Other Revenues) ("Room Revenues") for the night that includes 12:01 a.m. on ------------- the ------------- Closing Date, which shall be divided equally between Purchaser and Seller. (g) All revenues earned from operation of the Hotel other than Room Revenues, including without limitation, revenues from the sale of food, beverages, rental of meeting and banquet rooms, telephone sales, vending machines, valet and parking services, revenues from any "mini-bars" located in the Hotel rooms and all other revenues (the "Other Revenues"), provided that -------------- Other Revenues arising from the -------------- sale of food and beverages in restaurants and bars which do not remain open the entire Cut-Off Night shall be apportioned as of the last hour at which the applicable restaurant or bar is open. (h) All sales, excise, hotel occupancy or other similar taxes (excluding in any event income, franchise and real property taxes) collected with respect to the Room Revenues and Other Revenues. (i) All costs and expenses of operating the Hotel, including without limitation, amounts paid or payable under the Contracts, Franchise AgreementsAgreement, and FF&E Leases which are reasonably capable of such proration. (j) Seller's active guest ledger, cash drawers and house account, which shall be purchased at par. Seller shall pay all accounts payable at the Hotel relating to services or goods provided prior to Closing. With respect to subparagraph (b) through (j) it is the intent of Seller and Purchaser that all income and expenses relating to the Property shall be prorated as provided in this Section 12 such that Seller shall have the benefit ---------- of all income and be responsible for all expenses and liabilities incurred in connection with the Property fairly allocable to the period prior to the Closing Date and that Operating Lessee under the Operating Lease at the Property shall have the benefit of all income and be responsible for all expenses and liabilities of the Property relating to the period from and after the Closing Date. With respect to the prorations and Adjustments set forth in subparagraph (a) ), of this Section 12.1, the cash portion of the Purchase Price shall be ------------ adjusted based on the ------------ prorations between Seller and Purchaser with respect to such subparagraph.