Common use of Other Prorations Clause in Contracts

Other Prorations. Charges payable under the Approved Contracts (if any) assigned to Buyer pursuant to this Agreement shall be prorated as of the Closing Date. Buyer shall also receive a credit equal to any past due payments (including interest or penalties due) from Sellers to any of the other parties to the Approved Contracts (if any). Sellers represent that all insurance costs are the responsibility of tenants, and Sellers and Buyer agree that (1) none of the insurance policies relating to the Property will be assigned to Buyer (and Sellers shall pay any cancellation fees resulting from the termination of such policies) and (2) no employees of Sellers performing services at the Property shall be employed by Buyer. Accordingly, there will be no prorations for insurance premiums or payroll, and Sellers shall be liable for all premiums and payroll expenses in connection with the foregoing. If Sellers have made any deposit with any utility company or local authority in connection with services to be provided to the Property, such deposits shall, if Buyer so requests and if assignable, be assigned to Buyer at the Closing and Sellers shall receive a credit equal to the amounts so assigned. Sellers shall cooperate with Buyer to transfer all utility services to Buyer at Closing. In no event shall any costs of the operation or maintenance of the Property applicable to the period prior to the Closing be borne by Buyer. Buyer shall be responsible for all Tenant Inducement Costs for or related to all new Leases (i.e., including, without limitation, any amendment to an existing Lease) signed after the Effective Date with Buyer's prior written consent pursuant to Section 14(c). Sellers shall have no responsibility, whatsoever, with respect to any Tenant Inducement Costs for which Buyer is expressly responsible under this paragraph (and to the extent Sellers have paid, or is otherwise responsible for, any such Tenant Inducement Costs described in this paragraph at any time following the Effective Date of this Agreement and prior to Closing, Sellers shall receive a proration credit therefor at Closing). Except for the specific Tenant Inducement Costs for which Buyer is responsible under this paragraph, Buyer shall receive at the Closing a credit toward the Purchase Price equal to all unpaid and outstanding Tenant Inducement Costs under all Leases. The prorations and credits provided for in this Section 7 shall be made on the basis of a written statement prepared by Escrow Holder and approved by both parties. At least five (5) Business Days prior to the Closing Date, Escrow Holder, using information provided by Sellers, shall provide Buyer with a preliminary proration and closing statement, together with backup documentation and substantiating the prorations provided for and the calculations performed, in order that Buyer may verify Sellers’ methods and calculations. In the event any prorations made pursuant hereto shall prove incorrect for any reason whatsoever, either party shall be entitled to an adjustment to correct the same provided that it makes written demand on the other within six (6) months after the Closing Date. The provisions of this Section 7 shall survive the Closing.

Other Prorations. Charges payable under the Approved Contracts (if any) assigned to Buyer pursuant to this Agreement shall be prorated as of the Closing Date. Buyer shall also receive a credit equal to any past due payments (including interest or penalties due) from Sellers Seller to any of the other parties to the Approved Contracts (if any)Contracts. Sellers represent that all insurance costs are the responsibility of tenants, and Sellers Seller and Buyer agree that (1) none of the insurance policies relating to the Property will be assigned to Buyer (and Sellers Seller shall pay any cancellation fees resulting from the termination of such policies) ), and (2) no employees of Sellers Seller performing services at the Property shall be employed by Buyer. Accordingly, there will be no prorations for insurance premiums or payroll, and Sellers Seller shall be liable for all premiums and payroll expenses in connection with the foregoing. If Sellers have Seller has made any deposit with any utility company or local authority in connection with services to be provided to the Property, such deposits shall, if Buyer so requests and if assignable, be assigned to Buyer at the Closing and Sellers Seller shall receive a credit equal to the amounts so assigned. Sellers Seller shall cooperate with Buyer to transfer all utility services to Buyer at Closing. In no event shall any costs of the operation or maintenance of the Property applicable to the period prior to the Closing be borne by Buyer. Buyer shall be responsible for all Tenant Inducement Costs for or related to all new Leases (i.e., including, without limitation, any amendment to an existing Lease) signed after the Effective Date with Buyer's prior written consent pursuant to Section 14(c). Sellers Seller shall have no responsibility, whatsoever, with respect to any Tenant Inducement Costs for which Buyer is expressly responsible under this paragraph (and to the extent Sellers have Seller has paid, or is otherwise responsible for, any such Tenant Inducement Costs described in this paragraph at any time following the Effective Date of this Agreement and prior to Closing, Sellers Seller shall receive a proration credit therefor at Closing). Except for the specific Tenant Inducement Costs for which Buyer is responsible under this paragraph, Buyer shall receive at the Closing a credit toward the Purchase Price equal to all unpaid and outstanding Tenant Inducement Costs under all Leases. The prorations and credits provided for in this Section 7 shall be made on the basis of a written statement prepared by Escrow Holder and approved by both parties. At least five (5) Business Days prior to the Closing Date, Escrow Holder, using information provided by SellersSeller, shall provide Buyer with a preliminary proration and closing statement, together with backup documentation and substantiating the prorations provided for and the calculations performed, in order that Buyer may verify Sellers’ Seller’s methods and calculations. In the event any prorations made pursuant hereto shall prove incorrect for any reason whatsoever, either party shall be entitled to an adjustment to correct the same provided that it makes written demand on the other within six (6) months after the Closing Date. The provisions of this Section 7 shall survive the Closing.

Other Prorations. Charges payable under All expenses attributable to the Approved Contracts operation of each Facility (if anymeasured on an accrual basis) assigned to Buyer pursuant to this Agreement through 11:59 p.m. on the day before the Closing shall be prorated paid for by Seller. Thereafter, such expenses shall be paid for by Purchaser. All income not received by Seller as of the Closing, including, but not limited to, all payments under Occupancy Agreements, including any insurance payments or advances, shall be for Seller's account and any amount collected from tenants or patients and third party payors with accounts owing to Seller shall, if collected by Purchaser, be paid over to Seller. Except as otherwise expressly provided in this Agreement, Seller shall remain responsible for all accounts payable through 11:59 p.m. on the day before the Closing. As of the Closing, Seller shall calculate and pay wages, payroll taxes, and any employee bonuses based upon attendance record or other criteria accrued through 11:59 p.m. on the day before the Closing. In effecting the proration, Seller shall be credited for items of expense paid for as of the Closing Date. Buyer In addition, on or about the Closing, Seller shall also receive a credit equal cause final utility meter readings to any past due payments (including interest be made for all utilities serving the Premises and Seller shall pay or penalties due) cause to be paid all final bills rendered from Sellers to any of such meter readings. To the other parties to the Approved Contracts (if any). Sellers represent extent that all insurance costs are the responsibility items of tenantsincome and expenses to be transferred, and Sellers and Buyer agree that (1) none of the insurance policies relating to the Property will prorated, or assumed cannot be assigned to Buyer (and Sellers shall pay any cancellation fees resulting from the termination of such policies) and (2) no employees of Sellers performing services determined at the Property shall be employed by Buyer. AccordinglyClosing, there will be no prorations for insurance premiums or payroll, then Seller and Sellers shall be liable for all premiums and payroll expenses in connection with the foregoing. If Sellers have made any deposit with any utility company or local authority in connection with services to be provided to the Property, such deposits shall, if Buyer so requests and if assignable, be assigned to Buyer at the Closing and Sellers shall receive a credit equal to the amounts so assigned. Sellers Purchaser shall cooperate with Buyer each other to transfer all utility services revise the settlement statements within thirty (30) days after Closing. All prepaid rental and security deposits and other tenant or patient funds held in trust by Seller shall be accounted for (including any interest required on such funds) and transferred to Buyer Purchaser at Closing. In no event Seller shall any costs of the operation furnish to Purchaser on or maintenance of the Property applicable to the period prior to the Closing be borne by Buyer. Buyer shall be responsible for all Tenant Inducement Costs for or related to all new Leases (i.e., including, without limitation, any amendment to an existing Lease) signed after the Effective Date with Buyer's prior written consent pursuant to Section 14(c). Sellers shall have no responsibility, whatsoever, with respect to any Tenant Inducement Costs for which Buyer is expressly responsible under this paragraph (and to the extent Sellers have paid, or is otherwise responsible for, any such Tenant Inducement Costs described in this paragraph at any time following the Effective Date of this Agreement and prior to Closing, Sellers shall receive a proration credit therefor at Closing). Except for the specific Tenant Inducement Costs for which Buyer is responsible under this paragraph, Buyer shall receive at before the Closing a credit toward list, by Facility, of all security and rent deposits and other patient and tenant funds held by Seller, which list shall also indicate the Purchase Price equal rent status of each patient or tenant, certified to all unpaid by an officer of the general partner of Seller, which list Seller warrants will be true and outstanding Tenant Inducement Costs under all Leasescorrect. The prorations Upon transfer thereof at Closing, Purchaser agrees to maintain, repay and/or return such security and credits provided for rent deposits in this Section 7 shall be made on accordance with the basis of a written statement prepared by Escrow Holder terms and approved by both parties. At least five (5) Business Days prior subject to the Closing Date, Escrow Holder, using information provided conditions and requirements under which they are now being held by Sellers, shall provide Buyer with a preliminary proration Seller and closing statement, together with backup documentation and substantiating the prorations provided for and the calculations performed, in order that Buyer may verify Sellers’ methods and calculations. In the event any prorations made pursuant hereto shall prove incorrect for any reason whatsoever, either party shall be entitled to an adjustment to correct the same provided that it makes written demand on the other within six (6) months after the Closing Date. The provisions of this Section 7 shall survive the Closingas imposed by applicable law or regulation.

Other Prorations. Charges payable under the Approved Contracts (if any) assigned to Buyer pursuant to this Agreement shall be prorated as of the Closing Date. Buyer shall also receive a credit equal to any past due payments (including interest or penalties due) from Sellers to any of the other parties to the Approved Contracts (Contracts. Interest payments payable under the Loan shall be prorated as of the Closing. Buyer shall assume responsibility for the outstanding principal balance of the Loan to the extent such outstanding principal balance is credited against the Purchase Price at Closing. At Closing, Sellers shall assign to Buyer all of Sellers’ rights to all escrow balances, reserves and similar amounts, if any). Sellers represent that all insurance costs are , maintained by the responsibility of tenantsLender in connection with the Loan, and Buyer shall pay Sellers the amount of such escrow balances, reserves, and similar amounts so assigned, subject to confirmation from Lender. Sellers and Buyer agree that (1) none of the insurance policies relating to the Property will be assigned to Buyer (and Sellers shall pay any cancellation fees resulting from the termination of such policies) ), and (2) no employees of Sellers performing services at the Property shall be employed by Buyer. Accordingly, there will be no prorations for insurance premiums or payroll, and Sellers shall be liable for all premiums and payroll expenses in connection with the foregoing. If Sellers have any Seller has made any deposit with any utility company or local authority in connection with services to be provided to the Property, such deposits shall, if Buyer so requests and if assignable, be assigned to Buyer at the Closing and Sellers shall receive a credit equal to the amounts so assigned. Sellers shall cooperate with Buyer to transfer all utility services to Buyer at Closing. In no event shall any costs of the operation or maintenance of the Property applicable to the period incurred prior to the Closing be borne by BuyerBuyer or any costs of the operation or maintenance of the Property incurred following the Closing be borne by Sellers, except costs arising under any Rejected Contracts. Buyer shall be responsible for all Tenant Inducement Costs for or related to all new Leases (i.e., including, without limitation, any amendment to an existing Lease) signed after the Effective Date with Buyer's ’s prior written consent pursuant to Section 14(c)consent. Sellers shall have no responsibility, whatsoever, with respect to any Tenant Inducement Costs for which Buyer is expressly responsible under this paragraph (and to the extent Sellers have paid, or is otherwise responsible for, paid any such Tenant Inducement Costs described in this paragraph at any time following the Effective Date of this Agreement and prior to Closing, Sellers shall receive a proration credit therefor at Closing). Except for the specific Tenant Inducement Costs for which Buyer is responsible for under this paragraph, Buyer shall receive at the Closing a credit toward the Purchase Price equal to all unpaid and outstanding Tenant Inducement Costs under all Leases. The prorations and credits provided for in this Section 7 10 shall be made on the basis of a written statement prepared by Escrow Holder Sellers and approved by both partiesBuyer. At least five (5) Business Days prior to the Closing Date, Sellers, or Escrow Holder, Holder using information provided by Sellers, shall provide Buyer with a preliminary proration and closing statement, together with backup documentation and substantiating the prorations provided for and the calculations performed, in order that Buyer may verify Sellers’ methods and calculations. In the event any prorations made pursuant hereto shall prove incorrect for any reason whatsoever, either party shall be entitled to an adjustment to correct the same provided that it makes written demand on the other within six (6) 12 months after the Closing Date. The provisions of this Section 7 10 shall survive the Closing.

Other Prorations. Charges payable under All normal and customarily proratable items, including rents (including base rents, additional rents, percentage rents, common area maintenance charges and real estate taxes), operating expenses and payments relating to any agreements affecting the Approved Contracts (if any) assigned to Buyer pursuant to this Agreement Property which survive the Closing, shall be prorated as of the Closing Date. Buyer shall also receive a credit equal to any past due payments (including interest or penalties due) from , the Sellers to any being charged and credited for all of the other parties same attributable to the Approved Contracts period up to the Closing Date (if any). and credited for any amounts paid by the Sellers represent that all insurance costs are attributable to the responsibility of tenantsperiod on or after the Closing Date) and Purchaser being responsible for, and credited or charged, as the case may be, for all of same attributable to the period on and after the Closing Date. The Sellers shall in all events be entitled to retain amounts paid by any tenants for reimbursement of real estate taxes and Buyer agree that (1) none of assessments, common area maintenance, premiums relating to the insurance policies relating to the Property will be assigned to Buyer (and Sellers shall pay insuring all or any cancellation fees resulting from the termination of such policies) and (2) no employees of Sellers performing services at the Property shall be employed by Buyer. Accordingly, there will be no prorations for insurance premiums or payroll, and Sellers shall be liable for all premiums and payroll expenses in connection with the foregoing. If Sellers have made any deposit with any utility company or local authority in connection with services to be provided to the Property, such deposits shall, if Buyer so requests and if assignable, be assigned to Buyer at the Closing and Sellers shall receive a credit equal to the amounts so assigned. Sellers shall cooperate with Buyer to transfer all utility services to Buyer at Closing. In no event shall any costs of the operation or maintenance part of the Property applicable (collectively, the “Insurance Policies”), and all other charges to or contributions by tenants under leases other than base rent as of the Closing to the period extent (i) such amounts relate to expenses incurred and paid by the Sellers on or prior to the Closing be borne Date or for which the Sellers would remain obligated after the Closing, and (ii) tenants have no claims or right to repayment of such funds collected by Buyerthe Sellers prior to the Closing Date. Buyer Any real estate ad valorem or similar taxes for the Property, or any installment of assessments payable in installments which installment is payable in the year of Closing, shall be responsible prorated to the date of Closing, based upon actual days involved. In connection with the proration of real property taxes or installments of assessments, such proration shall be for all Tenant Inducement Costs unpaid periods up to and including Closing and be based upon the assessed valuation and tax rate figures for or related to all new Leases (i.e., including, without limitation, any amendment to an existing Lease) signed after the Effective Date with Buyer's prior written consent pursuant to Section 14(c). Sellers shall have no responsibility, whatsoever, with respect to any Tenant Inducement Costs for year in which Buyer is expressly responsible under this paragraph (and the Closing occurs to the extent Sellers have paidthe same are available; provided, or is otherwise responsible for, any such Tenant Inducement Costs described that in this paragraph at any time following the Effective Date of this Agreement and prior to Closing, Sellers shall receive a proration credit therefor at Closing). Except event that actual figures (whether for the specific Tenant Inducement Costs assessed value of the Property or for which Buyer is responsible under this paragraph, Buyer shall receive the tax rate) for the year of Closing are not available at the Closing a credit toward Date, the Purchase Price equal to all unpaid and outstanding Tenant Inducement Costs under all Leases. The prorations and credits provided for in this Section 7 proration shall be made on using the basis figures from the preceding year for the figures which are unavailable for the year of Closing. The proration shall be final and unadjustable except as provided in the following paragraphs. Seller shall endeavor to submit a written draft settlement statement prepared by Escrow Holder to Purchaser for review and approved by both parties. At least five approval four (54) Business Days prior to the Closing DateDate containing Seller’s good faith estimate of all items to be prorated or credited at Closing. Purchaser shall review the draft settlement statement and, Escrow Holdernot later than the second Business Day after its receipt of the same, using information provided by SellersPurchaser shall furnish to Seller any comments which Purchaser may have with respect thereto, shall provide Buyer with a preliminary proration and closing statementor any objection it may have to the amounts shown thereon, together with backup documentation its reasons for such objection. Thereafter, Seller and substantiating the prorations provided for Purchaser (each acting reasonably and the calculations performedin good faith) shall attempt to resolve, in order that Buyer may verify Sellers’ methods and calculations. In the event any prorations made pursuant hereto shall prove incorrect for any reason whatsoever, either party shall be entitled prior to an adjustment to correct the same provided that it makes written demand on the other within six (6) months after the Closing Date. The provisions of this Section 7 shall survive the Closing, any disagreement with respect to such draft settlement statement.

Other Prorations. Charges payable under All normal and customarily proratable items, including rents (including base rents, additional rents, percentage rents, common area maintenance charges and real estate taxes), operating expenses and payments relating to any agreements affecting the Approved Contracts (if any) assigned to Buyer pursuant to this Agreement Property which survive the Closing, shall be prorated as of the Closing Date. Buyer shall also receive a credit equal to any past due payments (including interest or penalties due) from Sellers to any , Seller being charged and credited for all of the other parties same attributable to the Approved Contracts period up to the Closing Date (if any). Sellers represent that all insurance costs are and credited for any amounts paid by Seller attributable to the responsibility of tenantsperiod on or after the Closing Date) and Purchaser being responsible for, and Sellers credited or charged, as the case may be, for all of same attributable to the period on and Buyer agree that (1) none after the Closing Date. Seller shall in all events be entitled to retain amounts paid by Tenants for reimbursement of real estate taxes and assessments, common area maintenance, premiums relating to the insurance policies relating to the Property will be assigned to Buyer (and Sellers shall pay insuring all or any cancellation fees resulting from the termination of such policies) and (2) no employees of Sellers performing services at the Property shall be employed by Buyer. Accordingly, there will be no prorations for insurance premiums or payroll, and Sellers shall be liable for all premiums and payroll expenses in connection with the foregoing. If Sellers have made any deposit with any utility company or local authority in connection with services to be provided to the Property, such deposits shall, if Buyer so requests and if assignable, be assigned to Buyer at the Closing and Sellers shall receive a credit equal to the amounts so assigned. Sellers shall cooperate with Buyer to transfer all utility services to Buyer at Closing. In no event shall any costs of the operation or maintenance part of the Property applicable (collectively, the “Insurance Policies”), and all other charges to or contributions by Tenants under the Tenant Leases other than base rent as of the Closing to the period extent (i) such amounts relate to expenses incurred and paid by Seller on or prior to the Closing be borne Date or for which Seller would remain obligated after the Closing, and (ii) Tenants have no claims or right to repayment of such funds collected by BuyerSeller prior to the Closing Date. Buyer The amount of all unapplied Deposits under Tenant Leases, if any, shall be responsible credited against the cash portion of the Purchase Price at the Closing. Any real estate ad valorem or similar taxes for the Property, or any installment of assessments payable in installments which installment is payable in the year of Closing, shall be prorated to the date of Closing, based upon actual days involved. In connection with the proration of real property taxes or installments of assessments, such proration shall be for all Tenant Inducement Costs unpaid periods up to and including Closing and be based upon the assessed valuation and tax rate figures for or related to all new Leases (i.e., including, without limitation, any amendment to an existing Lease) signed after the Effective Date with Buyer's prior written consent pursuant to Section 14(c). Sellers shall have no responsibility, whatsoever, with respect to any Tenant Inducement Costs for year in which Buyer is expressly responsible under this paragraph (and the Closing occurs to the extent Sellers have paidthe same are available; provided, or is otherwise responsible for, any such Tenant Inducement Costs described that in this paragraph at any time following the Effective Date of this Agreement and prior to Closing, Sellers shall receive a proration credit therefor at Closing). Except event that actual figures (whether for the specific Tenant Inducement Costs assessed value of the Property or for which Buyer is responsible under this paragraph, Buyer shall receive the tax rate) for the year of Closing are not available at the Closing a credit toward Date, the Purchase Price equal to all unpaid and outstanding Tenant Inducement Costs under all Leases. The prorations and credits provided for in this Section 7 proration shall be made on using the basis figures from the preceding year for the figures which are unavailable for the year of Closing. The proration shall be final and unadjustable except as provided in the following paragraphs. Seller shall endeavor to submit a written draft settlement statement prepared by Escrow Holder to Purchaser for review and approved by both parties. At least five approval four (54) Business Days prior to the Closing DateDate containing Seller’s good faith estimate of all items to be prorated or credited at Closing. Purchaser shall review the draft settlement statement and, Escrow Holdernot later than the second Business Day after its receipt of the same, using information provided by SellersPurchaser shall furnish to Seller any comments which Purchaser may have with respect thereto, shall provide Buyer with a preliminary proration and closing statementor any objection it may have to the amounts shown thereon, together with backup documentation its reasons for such objection. Thereafter, Seller and substantiating the prorations provided for Purchaser (each acting reasonably and the calculations performedin good faith) shall attempt to resolve, in order that Buyer may verify Sellers’ methods and calculations. In the event any prorations made pursuant hereto shall prove incorrect for any reason whatsoever, either party shall be entitled prior to an adjustment to correct the same provided that it makes written demand on the other within six (6) months after the Closing Date. The provisions of this Section 7 shall survive the Closing, any disagreement with respect to such draft settlement statement.

Other Prorations. Charges payable under All other items customarily prorated in connection with sales of rental housing properties in the Approved Contracts (if any) assigned county in which a Property is located for which current monthly billing statements are not obtained as of the Closing, and all other legitimate property operating costs incurred in the normal course of managing the Properties prior to Buyer pursuant to this Agreement shall be prorated Closing for which detailed billing information was not available as of the date of Closing, including, without limitation, any amounts which are being held by any title company or other escrow agent as of the Closing Date, shall be prorated in accordance with this Section 8.5 and included in the Final Closing Proration Statement. Buyer All fees and expenses incurred with respect to Monetary Liens in excess of the amount by which the Purchase Price was reduced pursuant to Section 3.3 above with respect to such Monetary Liens, shall also receive a credit equal be allocated to Seller. In the event that the fees and expenses incurred with respect to any past due payments (including interest or penalties due) from Sellers Monetary Liens are less than the amount by which the Purchase Price was reduced pursuant to any Section 3.3 above with respect to such Monetary Liens, then the amount of such savings shall be for the other parties benefit of Seller. All amounts payable pursuant to the Approved Contracts (if any). Sellers represent that all insurance costs are the responsibility of tenants, claims and Sellers and Buyer agree that (1) none of the insurance policies Suits relating to the Property will be assigned to Buyer (and Sellers shall pay any cancellation fees resulting from the termination of such policies) and (2) no employees of Sellers performing services at the Property shall be employed by Buyer. Accordingly, there will be no prorations for insurance premiums or payroll, and Sellers shall be liable for all premiums and payroll expenses in connection with the foregoing. If Sellers have made any deposit with any utility company or local authority in connection with services to be provided Properties filed prior to the Property, Closing Date and not covered by insurance (including the amount of any deductible payable under any insurance policy providing coverage for such deposits claim) shall, if Buyer so requests and if assignable, be assigned to Buyer at the Closing and Sellers shall receive a credit equal to the amounts so assigned. Sellers shall cooperate with Buyer to transfer all utility services to Buyer at Closing. In no event shall any costs of the operation or maintenance of the Property applicable extent attributable to the period prior to the Closing be borne by Buyer. Buyer shall be responsible for all Tenant Inducement Costs for or related to all new Leases (i.e., including, without limitation, any amendment to an existing Lease) signed after the Effective Date with Buyer's prior written consent pursuant to Section 14(c). Sellers shall have no responsibility, whatsoever, with respect to any Tenant Inducement Costs for which Buyer is expressly responsible under this paragraph (and to the extent Sellers have paid, or is otherwise responsible for, any such Tenant Inducement Costs described in this paragraph at any time following the Effective Date of this Agreement and prior to Closing, Sellers shall receive a proration credit therefor at Closing). Except for the specific Tenant Inducement Costs for which Buyer is responsible under this paragraph, Buyer shall receive at the Closing a credit toward the Purchase Price equal to all unpaid and outstanding Tenant Inducement Costs under all Leases. The prorations and credits provided for in this Section 7 shall be made on the basis of a written statement prepared by Escrow Holder and approved by both parties. At least five (5) Business Days not paid prior to the Closing Date, Escrow Holderbe allocated to Seller; provided, using information provided by Sellershowever, that the amount allocated to Seller pursuant to this sentence shall provide Buyer with a preliminary proration not exceed Five Hundred Thousand Dollars ($500,000.00) in the aggregate. All amounts payable pursuant to claims and closing statementSuits relating to the Properties (whether attributable to periods prior to, together with backup documentation on or after the Closing Date and substantiating the prorations provided for and the calculations performedwhether filed prior to, in order that Buyer may verify Sellers’ methods and calculations. In the event any prorations made pursuant hereto shall prove incorrect for any reason whatsoever, either party shall be entitled to an adjustment to correct the same provided that it makes written demand on the other within six (6) months or after the Closing Date. The provisions ) shall, to the extent not expressly allocated to Seller pursuant to the preceding sentence (including any such amounts not allocated to Seller due to the proviso at the end of this Section 7 shall survive the Closingpreceding sentence), be allocated to Buyer.

Other Prorations. Charges payable under the Approved Contracts (if any) assigned to Buyer pursuant to this Agreement shall be prorated as of the Closing Date. Buyer shall also receive a credit equal to any past due payments (including interest or penalties due) from Sellers Seller to any of the other parties to the Approved Contracts (if any)Contracts. Sellers represent that all insurance costs are the responsibility of tenants, and Sellers Seller and Buyer agree that (1) none of the insurance policies relating to the Property will be assigned to Buyer (and Sellers Seller shall pay any cancellation fees resulting from the termination of such policies) ), and (2) no employees of Sellers Seller performing services at the Property shall be employed by Buyer. Accordingly, there will be no prorations for insurance premiums or payroll, and Sellers Seller shall be liable for all premiums and payroll expenses in connection with the foregoing. If Sellers have Seller has made any deposit with any utility company or local authority in connection with services to be provided to the Property, such deposits shall, if Buyer so requests and if assignable, be assigned to Buyer at the Closing and Sellers Seller shall receive a credit equal to the amounts so assigned. Sellers Seller shall cooperate with Buyer to transfer all utility services to Buyer at Closing. In no event shall any costs of the operation or maintenance of the Property applicable to the period prior to the Closing be borne by Buyer. Buyer shall be responsible for all Tenant Inducement Costs for or related to all new Leases (i.e., including, without limitation, any amendment to an existing Lease) signed after the Effective Date with Buyer's prior written consent pursuant to Section 14(c). Sellers Seller shall have no responsibility, whatsoever, with respect to any Tenant Inducement Costs for which Buyer is expressly responsible under this paragraph (and to the extent Sellers have Seller has paid, or is otherwise responsible for, any such Tenant Inducement Costs described in this paragraph at any time following the Effective Date of this Agreement and prior to Closing, Sellers Seller shall receive a proration credit therefor at Closing). Except for the specific Tenant Inducement Costs for which Buyer is responsible under this paragraph, Buyer shall receive at the Closing a credit toward the Purchase Price equal to all unpaid and outstanding Tenant Inducement Costs under all Leases. The prorations and credits provided for in this Section 7 shall be made on the basis of a written statement prepared by Escrow Holder and approved by both parties. At least five three (53) Business Days prior to the Closing Date, Escrow Holder, using information provided by SellersSeller, shall provide Buyer with a preliminary proration and closing statement, together with backup documentation and substantiating the prorations provided for and the calculations performed, in order that Buyer may verify Sellers’ Seller’s methods and calculations. In the event any prorations made pursuant hereto shall prove incorrect for any reason whatsoever, either party shall be entitled to an adjustment to correct the same provided that it makes written demand on the other within six (6) months after the Closing Date. The provisions of this Section 7 shall survive the Closing.

Other Prorations. Charges payable under the Approved Contracts (if any) assigned to Buyer pursuant to this Agreement shall be prorated as of the Closing Date. Buyer shall also receive a credit equal to any past due payments (including interest or penalties due) from Sellers Seller to any of the other parties to the Approved Contracts (if any)Contracts. Sellers represent that all insurance costs are the responsibility of tenants, and Sellers Seller and Buyer agree that (1) none of the insurance policies relating to the Property will be assigned to Buyer (and Sellers Seller shall pay any cancellation fees resulting from the termination of such policies) ), and (2) no employees of Sellers Seller performing services at the Property shall be employed by Buyer. Accordingly, there will be no prorations for insurance premiums or payroll, and Sellers Seller shall be liable for all premiums and payroll expenses in connection with the foregoing. If Sellers have Seller has made any deposit with any utility company or local authority in connection with services to be provided to the Property, such deposits shall, if Buyer so requests and if assignable, be assigned to Buyer at the Closing and Sellers Seller shall receive a credit equal to the amounts so assigned. Sellers shall cooperate with Buyer to transfer all utility services to Buyer at Closing. In no event shall any costs of the operation or maintenance of the Property applicable to the period prior to the Closing be borne by Buyer. Buyer shall be responsible for all Tenant Inducement Costs for or related to all new Leases (i.e., including, without limitation, any amendment to an existing Lease) signed after the Effective Date with Buyer's prior written consent pursuant to Section 14(c). Sellers shall have no responsibility, whatsoever, with respect to any Tenant Inducement Costs for which Buyer is expressly responsible under this paragraph (and to the extent Sellers have paid, or is otherwise responsible for, any such Tenant Inducement Costs described in this paragraph at any time following the Effective Date of this Agreement and prior to Closing, Sellers shall receive a proration credit therefor at Closing). Except for the specific Tenant Inducement Costs for which Buyer is responsible under this paragraph, Buyer shall receive at the Closing a credit toward the Purchase Price equal to all unpaid and outstanding Tenant Inducement Costs under all Leases. The prorations and credits provided for in this Section 7 above shall be made on the basis of a written statement prepared by Escrow Holder Seller and approved by both partiesBuyer. At least five (5) Business Working Days prior to the Closing Date, Seller, or Escrow Holder, Agent using information provided by SellersSeller, shall provide Buyer with a preliminary proration and closing statement, together with backup documentation and substantiating the prorations provided for and the calculations performed, in order that Buyer may verify Sellers’ Seller’s methods and calculations. In the event any prorations made pursuant hereto shall prove incorrect for any reason whatsoever, either party shall be entitled to an adjustment to correct the same provided that it makes written demand on the other within six (6) 18 months after the Closing Date. The provisions of this Section 7 shall survive the Closing.

Other Prorations. Charges payable under the Approved Contracts (if any) assigned to Buyer pursuant to this Agreement shall be prorated as of the Closing Date. Buyer shall also receive a credit equal to any past due payments (including interest or penalties due) from Sellers Seller to any of the other parties to the Approved Contracts (if any)Contracts. Sellers represent that all insurance costs are the responsibility of tenants, and Sellers Seller and Buyer agree that (1) none of the insurance policies relating to the Property will be assigned to Buyer (and Sellers Seller shall pay any cancellation fees resulting from the termination of such policies) ), and (2) no employees of Sellers Seller performing services at the Property shall be employed by Buyer. Accordingly, there will be no prorations for insurance premiums or payroll, and Sellers Seller shall be liable for all premiums and payroll expenses in connection with the foregoing. If Sellers have Seller has made any deposit with any utility company or local authority in connection with services to be provided to the Property, such deposits shall, if Buyer so requests and if assignable, be assigned to Buyer at the Closing and Sellers Seller shall receive a credit equal to the amounts so assigned. Sellers Seller shall reasonably cooperate with Buyer to transfer all utility services to Buyer at Closing. In no event shall any costs of the operation or maintenance of the Property applicable to the period prior to the Closing be borne by Buyer. Buyer shall be responsible for all Tenant Inducement Costs for or related to all new Leases (i.e., including, without limitation, any amendment to an existing Lease) signed after the Effective Date with Buyer's ’s prior written consent pursuant to Section 14(c). Sellers Seller shall have no responsibility, whatsoever, with respect to any Tenant Inducement Costs for which Buyer is expressly responsible under this paragraph (and to the extent Sellers have paid, or is otherwise responsible for, Seller has paid any such Tenant Inducement Costs described in this paragraph at any time following the Effective Date of this Agreement and prior to Closing, Sellers Seller shall receive a proration credit therefor at Closing). Except for the specific Tenant Inducement Costs for which Buyer is responsible for under this paragraph, Buyer shall receive at the Closing a credit toward the Purchase Price equal to all unpaid and outstanding Tenant Inducement Costs under all Leases. Leases including, without limitation, those described on Exhibit K. The prorations and credits provided for in this Section 7 shall be made on the basis of a written statement prepared by Escrow Holder and approved by both parties. At least five (5) Business Days prior to the Closing Date, Escrow Holder, using information provided by SellersSeller, shall provide Buyer with a preliminary proration and closing statement, together with backup documentation and substantiating the prorations provided for and the calculations performed, in order that Buyer may verify Sellers’ Seller’s methods and calculations. In the event any prorations made pursuant hereto shall prove incorrect for any reason whatsoever, either party shall be entitled to an adjustment to correct the same provided that it makes written demand on the other within six (6) months after the Closing Date. To the extent that the proration of any Taxes or other Operating Costs are deferred pursuant to the Seller License, this period of time shall be extended for the duration of the Seller License to allow for Buyer and Seller to adjust such charges accordingly. The provisions of this Section 7 shall survive the Closing.

Other Prorations. Charges payable under the Approved Contracts (if any) assigned to Buyer pursuant to this Agreement shall be prorated as of the Closing Date. Buyer shall also receive a credit equal to any past due payments (including interest or penalties due) from Sellers to any of the other parties to the Approved Contracts (if any)Contracts. Sellers represent that all insurance costs are the responsibility of tenants, and Sellers and Buyer agree that (1) none of the insurance policies relating to the Property will be assigned to Buyer (and Sellers shall pay any cancellation fees resulting from the termination of such policies) ), and (2) no employees of Sellers performing services at the Property shall be employed by Buyer. Accordingly, there will be no prorations for insurance premiums or payroll, and Sellers shall be liable for all premiums and payroll expenses in connection with the foregoing. If Sellers have any Seller has made any deposit with any utility company or local authority in connection with services to be provided to the Property, such deposits shall, if Buyer so requests and if assignable, be assigned to Buyer at the Closing and Sellers shall receive a credit equal to the amounts so assigned. Sellers shall cooperate with Buyer to transfer all utility services to Buyer at Closing. In no event shall any costs of the operation or maintenance of the Property applicable to the period incurred prior to the Closing be borne by BuyerBuyer or any costs of the operation or maintenance of the Property incurred following the Closing be borne by Sellers, except costs arising under any Rejected Contracts. Buyer shall be responsible for all Tenant Inducement Costs for or related to all new Leases (i.e., including, without limitation, any amendment to an existing Lease) signed after the Effective Date with Buyer's prior written consent pursuant to Section 14(c)consent. Sellers shall have no responsibility, whatsoever, with respect to any Tenant Inducement Costs for which Buyer is expressly responsible under this paragraph (and to the extent Sellers have paid, or is otherwise responsible for, paid any such Tenant Inducement Costs described in this paragraph at any time following the Effective Date of this Agreement and prior to Closing, Sellers shall receive a proration credit therefor at Closing). Except for the specific Tenant Inducement Costs for which Buyer is responsible for under this paragraph, Buyer shall receive at the Closing a credit toward the Purchase Price equal to all unpaid and outstanding Tenant Inducement Costs under all Leases. The prorations and credits provided for in this Section 7 shall be made on the basis of a written statement prepared by Escrow Holder Sellers and approved by both partiesBuyer. At least five (5) Business Days prior to the Closing Date, Sellers, or Escrow Holder, Holder using information provided by Sellers, shall provide Buyer with a preliminary proration and closing statement, together with backup documentation and substantiating the prorations provided for and the calculations performed, in order that Buyer may verify Sellers’ ' methods and calculations. In the event any prorations made pursuant hereto shall prove incorrect for any reason whatsoever, either party shall be entitled to an adjustment to correct the same provided that it makes written demand on the other within six (6) 12 months after the Closing Date. The provisions of this Section 7 shall survive the Closing.

Other Prorations. Charges payable under the Approved Contracts (if any) assigned to Buyer pursuant to this Agreement shall be prorated as of the Closing Date. Buyer shall also receive a credit equal to any past due payments (including interest or penalties due) from Sellers Seller to any of the other parties to the Approved Contracts (Contracts. Principal and interest payments and other amounts payable under the Loan shall be prorated as of the Closing. At Closing, Seller shall assign to Buyer all of Seller’s right to all escrow balances or reserves, if any). Sellers represent that all insurance costs are , maintained by the responsibility of tenantsLender in connection with the Loan, and Sellers Seller shall receive a credit from Buyer in the amount of such escrow balances or reserves, subject to confirmation from Lender. Seller and Buyer agree that (1) none of the insurance policies relating to the Property will be assigned to Buyer (and Sellers Seller shall pay any cancellation fees resulting from the termination of such policies) ), and (2) no employees of Sellers Seller performing services at the Property shall be employed by Buyer; provided, however, that Buyer may elect, in its sole and absolute discretion, to assume the existing insurance policies by delivering written notice to Seller of such election on or before expiration of the Contingency Period. Accordingly, (1) there will be no prorations for payroll, and Seller shall be liable for all payroll expenses in connection with the foregoing and (2) unless Buyer elects to assume the existing insurance policies, there will be no prorations for insurance premiums or payrollpremiums, and Sellers Seller shall be liable for all premiums and payroll expenses in connection with the foregoing. If Sellers have Buyer elects to assume the existing insurance policies, premiums payable under the insurance policies assumed to Buyer shall be prorated as of the Closing Date. If Seller has made any deposit with any utility company or local authority in connection with services to be provided to the Property, such deposits shall, if Buyer so requests and if assignable, be assigned to Buyer at the Closing and Sellers Seller shall receive a credit equal to the amounts so assigned. Sellers Seller shall cooperate with Buyer to transfer all utility services to Buyer at Closing. In no event shall any costs of the operation or maintenance of the Property applicable to the period prior to the Closing be borne by Buyer. Buyer shall be responsible for all Tenant Inducement Costs for or related to all new Leases (i.e., including, without limitation, any amendment to an existing Lease) signed after the Effective Date with Buyer's prior written consent pursuant to Section 14(c). Sellers Seller shall have no responsibility, whatsoever, with respect to any Tenant Inducement Costs for which Buyer is expressly responsible under this paragraph (and to the extent Sellers have Seller has paid, or is otherwise responsible for, any such Tenant Inducement Costs described in this paragraph at any time following the Effective Date of this Agreement and prior to Closing, Sellers Seller shall receive a proration credit therefor at Closing). Except for the specific Tenant Inducement Costs for which Buyer is responsible under this paragraph, Buyer shall receive at the Closing a credit toward the Purchase Price equal to all unpaid and outstanding Tenant Inducement Costs under all Leases. The prorations and credits provided for in this Section 7 shall be made on the basis of a written statement prepared by Escrow Holder and approved by both parties. At least five (5) Business Days prior to the Closing Date, Escrow Holder, using information provided by SellersSeller, shall provide Buyer with a preliminary proration and closing statement, together with backup documentation and substantiating the prorations provided for and the calculations performed, in order that Buyer may verify Sellers’ Seller’s methods and calculations. In the event any prorations made pursuant hereto shall prove incorrect for any reason whatsoever, either party shall be entitled to an adjustment to correct the same provided that it makes written demand on the other within six (6) months after the Closing Date. The provisions of this Section 7 shall survive the Closing.

Other Prorations. Charges payable under the Approved Contracts (if any) assigned to Buyer pursuant to this Agreement shall be prorated as of the Closing Date. Buyer shall also receive a credit equal to any past due payments (including interest or penalties due) from Sellers Seller to any of the other parties to the Approved Contracts (if any)Contracts, prorated as of the Closing Date. Sellers represent that all insurance costs are the responsibility of tenants, and Sellers Seller and Buyer agree that (1) none of the insurance policies relating to the Property will be assigned to Buyer (and Sellers Seller shall pay any cancellation fees resulting from the termination of such policies) ), and (2) no employees of Sellers Seller performing services at the Property shall be employed by Buyer. Accordingly, there will be no prorations for insurance premiums or payroll, and Sellers Seller shall be liable for all premiums and payroll expenses in connection with the foregoing. If Sellers have Seller has made any deposit with any utility company or local authority in connection with services to be provided to the Property, such deposits shall, if Buyer so requests and if assignable, be assigned to Buyer at the Closing and Sellers Seller shall receive a credit equal to the amounts so assigned. Sellers Seller shall cooperate with Buyer to transfer all utility services to Buyer at Closing. In no event shall any costs of the operation or maintenance of the Property applicable to the period prior to the Closing be borne by Buyer. Buyer shall be responsible for all Tenant Inducement Costs for or related to all new Leases (i.e., including, without limitation, any amendment to an existing Lease) signed after the Effective Date with Buyer's prior written consent pursuant pursuant, subject to Section 14(c). Sellers Seller shall have no responsibility, whatsoever, with respect to any Tenant Inducement Costs for which Buyer is expressly responsible under this paragraph (and to the extent Sellers have Seller has paid, or is otherwise responsible for, any such Tenant Inducement Costs described in this paragraph at any time following the Effective Date of this Agreement and prior to Closing, Sellers Seller shall receive a proration credit therefor at Closing). Except for the specific Tenant Inducement Costs for which Buyer is responsible under this paragraph, Buyer shall receive at the Closing a credit toward the Purchase Price equal to all unpaid and outstanding Tenant Inducement Costs under all Leases. The prorations and credits provided for in this Section 7 shall be made on the basis of a written statement prepared by Escrow Holder and approved by both parties. At least five three (53) Business Days prior to the Closing Date, Escrow Holder, using information provided by SellersSeller, shall provide Buyer with a preliminary proration and closing statement, together with backup documentation and substantiating the prorations provided for and the calculations performed, in order that Buyer may verify Sellers’ Seller’s methods and calculations. In the event any prorations made pursuant hereto shall prove incorrect for any reason whatsoever, or if any amount required to be prorated hereunder is not capable of determination as of the Closing Date, either party shall be entitled to an adjustment to implement or correct the same provided that it makes written demand on the other within six (6) months after the Closing Date. The provisions of this Section 7 shall survive the Closing.

Other Prorations. Charges payable under All normal and customarily proratable items, including rents (including base rents, additional rents, percentage rents, common area maintenance charges and real estate taxes), operating expenses and payments relating to any agreements affecting the Approved Contracts (if any) assigned to Buyer pursuant to this Agreement Property which survive the Closing, shall be prorated as of the Closing Date. Buyer shall also receive a credit equal to any past due payments (including interest or penalties due) from Sellers to any , Seller being charged and credited for all of the other parties same attributable to the Approved Contracts period up to the Closing Date (if any). Sellers represent that all insurance costs are and credited for any amounts paid by Seller attributable to the responsibility of tenantsperiod on or after the Closing Date) and Purchaser being responsible for, and Sellers credited or charged, as the case may be, for all of same attributable to the period on and Buyer agree that (1) none after the Closing Date. Seller shall in all events be entitled to retain amounts paid by Tenants for reimbursement of real estate taxes and assessments, common area maintenance, premiums relating to the insurance policies relating to the Property will be assigned to Buyer (and Sellers shall pay insuring all or any cancellation fees resulting from the termination of such policies) and (2) no employees of Sellers performing services at the Property shall be employed by Buyer. Accordingly, there will be no prorations for insurance premiums or payroll, and Sellers shall be liable for all premiums and payroll expenses in connection with the foregoing. If Sellers have made any deposit with any utility company or local authority in connection with services to be provided to the Property, such deposits shall, if Buyer so requests and if assignable, be assigned to Buyer at the Closing and Sellers shall receive a credit equal to the amounts so assigned. Sellers shall cooperate with Buyer to transfer all utility services to Buyer at Closing. In no event shall any costs of the operation or maintenance part of the Property applicable (collectively, the “Insurance Policies”), and all other charges to or contributions by Tenants under the Tenant Leases other than base rent as of the Closing to the period extent (i) such amounts relate to expenses incurred and paid by Seller on or prior to the Closing Date or for which Seller would remain obligated after the Closing, and (ii) Tenants have no claims or right to repayment of such funds collected by Seller prior to the Closing Date. The amount of all unapplied Deposits under Tenant Leases, if any, shall be borne by Buyercredited against the Purchase Price at the Closing. Buyer Any real estate ad valorem or similar taxes for the Property, or any installment of assessments payable in installments which installment is payable in the year of Closing, shall be prorated to the date of Closing, based upon actual days involved. In connection with the proration of real property taxes or installments of assessments, such proration shall be for all unpaid periods up to and including Closing and be based upon the assessed valuation and tax rate figures for the year in which the Closing occurs to the extent the same are available; provided, that in the event that actual figures (whether for the assessed value of the Property or for the tax rate) for the year of Closing are not available at the Closing Date, the proration shall be made using the figures from the preceding year for the figures which are unavailable for the year of Closing. Seller shall be responsible for the payment of all Tenant Inducement Costs for or related to all new Leases (i.e., including, without limitation, any amendment to an existing Lease) signed after the Effective Date with Buyer's prior written consent pursuant to Section 14(c). Sellers shall have no responsibility, whatsoever, with respect to any Tenant Inducement Costs for which Buyer is expressly responsible under this paragraph (and real estate taxes pertaining to the extent Sellers have paid, office portion of Phase I of Greenway Plaza adjacent to the Asset that are owned by Seller or is otherwise responsible for, any such Tenant Inducement Costs described in this paragraph at any time following the Effective Date of this Agreement and prior to Closing, Sellers shall receive a proration credit therefor at Closing). Except for the specific Tenant Inducement Costs for which Buyer is responsible under this paragraph, Buyer shall receive at the Closing a credit toward the Purchase Price equal to all unpaid and outstanding Tenant Inducement Costs under all Leasesits Affiliate. The prorations and credits provided for in this Section 7 proration shall be made on final and unadjustable except as provided in the basis of following paragraphs. Seller shall endeavor to submit a written draft settlement statement prepared by Escrow Holder to Purchaser for review and approved by both parties. At least five approval four (54) Business Days prior to the Closing DateDate containing Seller’s good faith estimate of all items to be prorated or credited at Closing. Purchaser shall review the draft settlement statement and, Escrow Holdernot later than the second Business Day after its receipt of the same, using information provided by SellersPurchaser shall furnish to Seller any comments which Purchaser may have with respect thereto, shall provide Buyer with a preliminary proration and closing statementor any objection it may have to the amounts shown thereon, together with backup documentation its reasons for such objection. Thereafter, Seller and substantiating the prorations provided for Purchaser (each acting reasonably and the calculations performedin good faith) shall attempt to resolve, in order that Buyer may verify Sellers’ methods and calculations. In the event any prorations made pursuant hereto shall prove incorrect for any reason whatsoever, either party shall be entitled prior to an adjustment to correct the same provided that it makes written demand on the other within six (6) months after the Closing Date. The provisions of this Section 7 shall survive the Closing, any disagreement with respect to such draft settlement statement.

Other Prorations. Charges payable under the Approved Contracts (if any) assigned to Buyer pursuant to this Agreement shall be prorated as of the Closing Date. Buyer shall also receive a credit equal to any past due payments (including interest or penalties due) from Sellers Seller to any of the other parties to the Approved Contracts (if any)Contracts. Sellers represent that all insurance costs are the responsibility of tenants, and Sellers Seller and Buyer agree that (1) none of the insurance policies relating to the Property will be assigned to Buyer (and Sellers Seller shall pay any cancellation fees resulting from the termination of such policies) ), and (2) no employees of Sellers Seller performing services at the Property shall be employed by Buyer. Accordingly, there will be no prorations for insurance premiums or payroll, and Sellers Seller shall be liable for all premiums and payroll expenses in connection with the foregoing. If Sellers have Seller has made any deposit with any utility company or local authority in connection with services to be provided to the Property, such deposits shall, if Buyer so requests and if assignable, be assigned to Buyer at the Closing and Sellers Seller shall receive a credit equal to the amounts so assigned. Sellers Seller shall cooperate with Buyer to transfer all utility services to Buyer at Closing. In no event shall any costs of the operation or maintenance of the Property applicable to the period prior to the Closing be borne by Buyer. Buyer shall be responsible for all Tenant Inducement Costs for or related to all new Leases (i.e., including, without limitation, any amendment to an existing Lease, and specifically including Lease Amendment No. 4 to the lease with American Driveline (the "Fourth Amendment") as shown on Exhibit L, regardless of when such amendment is fully executed) signed after the Effective Date with Buyer's prior written consent pursuant to Section 14(c). Sellers Seller shall have no responsibility, whatsoever, with respect to any Tenant Inducement Costs for which Buyer is expressly responsible under this paragraph (and to the extent Sellers have Seller has paid, or is otherwise responsible for, any such Tenant Inducement Costs described in this paragraph at any time following the Effective Date of this Agreement and prior to Closing, Sellers Seller shall receive a proration credit therefor at Closing). Except for the specific Tenant Inducement Costs for which Buyer is responsible under this paragraph, Buyer shall receive at the Closing a credit toward the Purchase Price equal to all unpaid and outstanding Tenant Inducement Costs under all Leases. The prorations and credits provided for in this Section 7 shall be made on the basis of a written statement prepared by Escrow Holder and approved by both parties. At least five (5) Business Days prior to the Closing Date, Escrow Holder, using information provided by SellersSeller, shall provide Buyer with a preliminary proration and closing statement, together with backup documentation and substantiating the prorations provided for and the calculations performed, in order that Buyer may verify Sellers’ Seller’s methods and calculations. In the event any prorations made pursuant hereto shall prove incorrect for any reason whatsoever, either party shall be entitled to an adjustment to correct the same provided that it makes written demand on the other within six (6) months after the Closing Date. The provisions of this Section 7 shall survive the Closing.

Other Prorations. Charges payable under the Approved Contracts (if any) assigned to Buyer pursuant to this Agreement shall be prorated as of the Closing Date. Buyer shall also receive a credit equal to any past due payments (including interest or penalties due) from Sellers to any of the other parties to the Approved Contracts (if any)Contracts. Sellers represent that all insurance costs are the responsibility of tenants, and Sellers and Buyer agree that (1) none of the Sellers’ insurance policies relating to the Property will be assigned to Buyer (and Sellers shall pay any cancellation fees resulting from the termination of such policies) ), and (2) no employees of Sellers performing services at the Property shall be employed by Buyer. Accordingly, there will be no prorations for insurance premiums or payroll, and Sellers shall be liable for all premiums and payroll expenses in connection with the foregoing. If Sellers have any Seller has made any deposit with any utility company or local authority in connection with services to be provided to the Property, such deposits shall, if Buyer so requests and if assignable, be assigned to Buyer at the Closing and Sellers shall receive a credit equal to the amounts so assigned. Sellers shall cooperate with Buyer to transfer all utility services to Buyer at Closing. In no event shall any costs of the operation or maintenance of the Property applicable to the period prior to the Closing be borne by Buyer. Buyer shall be responsible for all Tenant Inducement Costs for or related to all new Leases (i.e., including, without limitation, any amendment to an existing Lease) signed after the Effective Date with Buyer's prior written consent pursuant to Section 14(c). Sellers shall have no responsibility, whatsoever, with respect to any Tenant Inducement Costs for which Buyer is expressly responsible under this paragraph (and to the extent Sellers have paid, or is otherwise responsible for, any such Tenant Inducement Costs described in this paragraph at any time following the Effective Date of this Agreement and prior to Closing, Sellers shall receive a proration credit therefor at Closing). Except for the specific Tenant Inducement Costs for which Buyer is responsible for under this paragraph, Buyer shall receive at the Closing a credit toward the Purchase Price equal to all unpaid and outstanding Tenant Inducement Costs under all Leases. Leases including, without limitation, those described on Exhibit L. The prorations and credits provided for in this Section 7 shall be made on the basis of a written statement prepared by Escrow Holder and approved by both parties. At least five two (52) Business Days prior to the Closing Date, Sellers, or Escrow Holder, Holder using information provided by Sellers, shall provide Buyer with a preliminary proration and closing statement, together with backup documentation and substantiating the prorations provided for and the calculations performed, in order that Buyer may verify review Sellers’ methods and calculationscalculations and approve or disapprove of such methods and calculations in its reasonable discretion. In If any prorations, adjustments, apportionments or computations made under this Section 7 shall require final adjustment as a result of (a) an error made with respect to such prorations, apportionments or computations at Closing or (b) insufficient information being available at Closing, then, in either case, the event any prorations made pursuant parties hereto shall prove incorrect for any reason whatsoever, make the appropriate adjustments promptly when accurate information becomes available and either party hereto shall be entitled to an adjustment of the same. Any corrected prorations, adjustments, apportionments or computations will be paid in cash to correct the same provided that it makes written demand on the other within six (6) months after the Closing Dateparty entitled thereto. The provisions of obligations under this Section 7 shall survive the Closing.

Other Prorations. Buyer will pay to Seller through escrow at the Closing any and all sums relating to the Loan that Lender actually holds on behalf of Seller at the time of Closing in any impound or escrow accounts relating to the Property and any other escrow established in connection with the Loan (collectively, the “Impound Accounts”). At Closing, Seller shall assign to Buyer all of Seller’s right to all sums actually held in the Impound Accounts. Interest owing on the Note, and any other payments and similar charges under the Loan, for the month that the Closing occurs shall be prorated to the Closing Date. Charges payable under the Approved Contracts (if any) assigned to Buyer pursuant to this Agreement (if any) shall be prorated as of the Closing Date. Buyer shall also receive a credit equal to any past due payments (including any interest or penalties due) from Sellers Seller to any of the other parties to the Approved Contracts (if any). Sellers represent that all insurance costs are the responsibility of tenants, and Sellers Seller and Buyer agree that (1) none of the insurance policies relating to the Property will be assigned to Buyer (and Sellers Seller shall pay any cancellation fees resulting from the termination of such policies) ), and (2) no employees of Sellers Seller performing services at the Property shall be employed by Buyer. Accordingly, there will be no prorations for insurance premiums or payroll, and Sellers Seller shall be liable for all premiums and payroll expenses in connection with the foregoing. If Sellers have Seller has made any deposit with any utility company or local authority in connection with services to be provided to the Property, such deposits shall, if Buyer so requests and if assignable, be assigned to Buyer at the Closing and Sellers Seller shall receive a credit equal to the amounts so assigned. Sellers Seller, at no cost or expenses to Seller, shall reasonably cooperate with Buyer to transfer all utility services to Buyer at Closing. In no event shall any costs of the operation or maintenance of the Property applicable to the period prior to the Closing be borne by Buyer, and in no event shall any costs of the operation or maintenance of the Property applicable to the period on and after the Closing be borne by Seller. Buyer shall be responsible for all Tenant Inducement Costs for or related to all any new Leases leases (i.e., including, without limitation, or resulting from any amendment to an existing the Nike Lease) signed after the Effective Date with Buyer's prior written consent pursuant to Section 14(c). Sellers Seller shall have no responsibility, whatsoever, with respect to any Tenant Inducement Costs for which Buyer is expressly responsible under this paragraph (and to the extent Sellers have Seller has paid, or is otherwise responsible for, any such Tenant Inducement Costs described in this paragraph at any time following the Effective Date of this Agreement and prior to Closing, Sellers Seller shall receive a proration credit therefor at Closing). Except for the specific Tenant Inducement Costs for which Buyer is responsible under this paragraph, Buyer shall receive at the Closing a credit toward the Purchase Price equal to all unpaid and outstanding Tenant Inducement Costs under all Leases. The prorations and credits provided for in this Section 7 shall be made on the basis of a written statement prepared by Escrow Holder and approved by both parties. At least five (5) Business Days prior to the Closing Date, Escrow Holder, using information provided by SellersSeller, shall provide Buyer with a preliminary proration and closing statement, together with backup documentation and substantiating the prorations provided for and the calculations performed, in order that Buyer may verify Sellers’ Seller’s methods and calculations. In the event any prorations made pursuant hereto shall prove incorrect for any reason whatsoever, either party shall be entitled to an adjustment to correct the same provided that it makes written demand on the other within six (6) months after the Closing Date. The provisions of this Section 7 shall survive the Closing.

Other Prorations. Charges payable under All normal and customarily proratable items, including rents (including base rents, additional rents, percentage rents, common area maintenance charges and real estate taxes), operating expenses and payments relating to any agreements affecting the Approved Contracts (if any) assigned to Buyer pursuant to this Agreement Property which survive the Closing, shall be prorated as of the Closing Date. Buyer shall also receive a credit equal to any past due payments (including interest or penalties due) from , the Sellers to any being charged and credited for all of the other parties same attributable to the Approved Contracts period up to the Closing Date (if any). and credited for any amounts paid by the Sellers represent that all insurance costs are attributable to the responsibility of tenantsperiod on or after the Closing Date) and Purchaser being responsible for, and credited or charged, as the case may be, for all of same attributable to the period on and after the Closing Date. The Sellers shall in all events be entitled to retain amounts paid by Tenants for reimbursement of real estate taxes and Buyer agree that (1) none of assessments, common area maintenance, premiums relating to the insurance policies relating to the Property will be assigned to Buyer (and Sellers shall pay insuring all or any cancellation fees resulting from the termination of such policies) and (2) no employees of Sellers performing services at the Property shall be employed by Buyer. Accordingly, there will be no prorations for insurance premiums or payroll, and Sellers shall be liable for all premiums and payroll expenses in connection with the foregoing. If Sellers have made any deposit with any utility company or local authority in connection with services to be provided to the Property, such deposits shall, if Buyer so requests and if assignable, be assigned to Buyer at the Closing and Sellers shall receive a credit equal to the amounts so assigned. Sellers shall cooperate with Buyer to transfer all utility services to Buyer at Closing. In no event shall any costs of the operation or maintenance part of the Property applicable (collectively, the “Insurance Policies”), and all other charges to or contributions by Tenants under the Tenant Leases other than base rent as of the Closing to the period extent (i) such amounts relate to expenses incurred and paid by the Sellers on or prior to the Closing Date or for which the Sellers would remain obligated after the Closing, and (ii) Tenants have no claims or right to repayment of such funds collected by the Sellers prior to the Closing Date. The amount of all unapplied Deposits under Tenant Leases, if any, shall be borne by Buyercredited against the cash portion of the Purchase Price at the Closing. Buyer Any real estate ad valorem or similar taxes for the Property, or any installment of assessments payable in installments which installment is payable in the year of Closing, shall be prorated to the date of Closing, based upon actual days involved. In connection with the proration of real property taxes or installments of assessments, such proration shall be for all unpaid periods up to and including Closing and be based upon the assessed valuation and tax rate figures for the year in which the Closing occurs to the extent the same are available; provided, that in the event that actual figures (whether for the assessed value of the Property or for the tax rate) for the year of Closing are not available at the Closing Date, the proration shall be made using the figures from the preceding year for the figures which are unavailable for the year of Closing. The Sellers shall be responsible for the payment of all Tenant Inducement Costs for or related to all new Leases (i.e., including, without limitation, any amendment to an existing Lease) signed after the Effective Date with Buyer's prior written consent pursuant to Section 14(c). Sellers shall have no responsibility, whatsoever, with respect to any Tenant Inducement Costs for which Buyer is expressly responsible under this paragraph (and real estate taxes pertaining to the extent Sellers have paid, properties adjacent to the Omni Austin that are owned by the applicable Seller or is otherwise responsible for, any such Tenant Inducement Costs described in this paragraph at any time following the Effective Date of this Agreement and prior to Closing, Sellers shall receive a proration credit therefor at Closing). Except for the specific Tenant Inducement Costs for which Buyer is responsible under this paragraph, Buyer shall receive at the Closing a credit toward the Purchase Price equal to all unpaid and outstanding Tenant Inducement Costs under all Leasesits Affiliate. The prorations and credits provided for in this Section 7 proration shall be made on final and unadjustable except as provided in the basis of following paragraphs. Seller shall endeavor to submit a written draft settlement statement prepared by Escrow Holder to Purchaser for review and approved by both parties. At least five approval four (54) Business Days prior to the Closing DateDate containing Seller’s good faith estimate of all items to be prorated or credited at Closing. Purchaser shall review the draft settlement statement and, Escrow Holdernot later than the second Business Day after its receipt of the same, using information provided by SellersPurchaser shall furnish to Seller any comments which Purchaser may have with respect thereto, shall provide Buyer with a preliminary proration and closing statementor any objection it may have to the amounts shown thereon, together with backup documentation its reasons for such objection. Thereafter, Seller and substantiating the prorations provided for Purchaser (each acting reasonably and the calculations performedin good faith) shall attempt to resolve, in order that Buyer may verify Sellers’ methods and calculations. In the event any prorations made pursuant hereto shall prove incorrect for any reason whatsoever, either party shall be entitled prior to an adjustment to correct the same provided that it makes written demand on the other within six (6) months after the Closing Date. The provisions of this Section 7 shall survive the Closing, any disagreement with respect to such draft settlement statement.