Preparation of Prorations. At least five (5) Business Days before the Closing Date, Seller shall prepare and deliver to Purchaser unaudited statements on an accrual basis for PRDB and for the Springfield East Property as operated by the Tenants in Common (the “Preliminary Proration Statement”) showing prorations for the items set forth below, calculated as of 11:59 p.m. on the day preceding the Closing Date, on the basis of a 365-day year. Purchaser and its representatives shall be afforded reasonable access to the books and records of PRDB and the Tenants in Common with respect to the Property. Purchaser and Seller shall agree upon any adjustments to be made to the Preliminary Proration Statement before the Closing. All expenses and liabilities, determined on an accrual basis, of PRDB and the Springfield East Property as operated by Tenants in Common shall be apportioned as aforesaid such that all such expenses and liabilities accruing prior to the Closing Date shall be borne by the PRDB as constituted prior to Closing (“Existing PRDB”) and Springfield East Property Tenants in Common as constituted prior to Closing (“Existing Springfield East TIC”), and all such expenses and liabilities accruing from after the Closing Date shall be borne by PRDB as constituted following Closing (“New PRDB”) and the Springfield East Property Tenants in Common as constituted following Closing (“New Springfield East TIC”). Any errors in the apportionments pursuant to this Section 13.4 shall be corrected by appropriate re-adjustment post-Closing, provided that notice of any such error, with supporting calculations, shall be given no later than one (1) year after the Closing Date. The provisions of this Section 6.1 shall survive the Closing. The items to be apportioned include, without limitation, the following: (i) Rent. Rent (including any additional rent and percentage rents) under the Space Leases collected prior to the Closing Date. Promptly following the end of the lease year in which the Closing occurs, Seller and the Purchaser shall re-prorate such percentage rent as and when complete and accurate information becomes available with respect to actual percentage rent paid for such lease year. Subject to the prior sentence with respect to percentage rent, if at the Closing Date any past due rentals are owing by Space Tenants, the parties hereto agree that the first rent and other remittances received (including judgments on past-due amounts) after the Closing Date from such Space Tenants shall be held and disbursed as follows: (1) first, to New PRDB and New Springfield East TIC an amount equal to the rentals, fees and damages accrued and due from such Space Tenants from and after the Closing Date; (2) next, to Existing PRDB and Existing Springfield East TIC an amount equal to the rentals, fees and damages accrued and due from such Space Tenants for the period prior to the Closing Date; and (3) in the event of an overpayment, the balance to New PRDB and New Springfield East TIC. (ii) Real Estate Taxes; Other Taxes. Current real property and personal property taxes, sewer rents, water charges and charges and other state, county and municipal taxes, charges and assessments affecting the Property, or any portion thereof, on the basis of the applicable fiscal year for which the same are levied or assessed. If the rate of any such taxes, rents, charges or assessments shall not be fixed prior to the Closing Date, there shall be an adjustment made on the Closing Date on the basis of 100% of such taxes, charges, assessments or rents for the preceding fiscal year, and the same shall be further adjusted when the rate for the current fiscal year is fixed. Any such taxes, rents, charges or assessments which are not yet due and payable on the Closing Date because the same are paid in arrears shall be adjusted on the Closing Date.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Pennsylvania Real Estate Investment Trust)
Preparation of Prorations. At least five (5) Business Days days before the Closing Date, Seller shall prepare and deliver deliver, or cause Escrowee to prepare and deliver, the Purchaser an unaudited statements on an accrual basis for PRDB and statement for the Springfield East Property as operated by the Tenants in Common Premises (the “"Preliminary Proration Statement”") showing prorations for the items set forth below, calculated as of 11:59 p.m. on the day preceding the Closing Date, on the basis of a 365-day year. Notwithstanding the foregoing in the event Seller (or its designee) does not receive the funds to be wired pursuant to Section 3 above by 1:00 P.M. Eastern Time on the Closing Date, then in such event, the items set forth in this Section shall be apportioned as of 11:59 P.M. on the Closing Date based upon the respective party's period of ownership for the item being apportioned. Purchaser and its representatives shall be afforded reasonable access to the Seller's books and records of PRDB and the Tenants in Common with respect to the PropertyPremises and Seller's work papers pertaining to the Preliminary Proration Statement to confirm the accuracy of the Preliminary Proration Statement. Purchaser and Seller shall agree upon any adjustments to be made to the Preliminary Proration Statement before the Closing. All expenses , and liabilitiesat the Closing, determined on an accrual basisPurchaser or Seller, of PRDB and the Springfield East Property as operated by Tenants in Common applicable, shall be apportioned as aforesaid such that all such expenses and liabilities accruing prior receive a credit equal to the Closing Date shall be borne by the PRDB net amount due Purchaser or Seller, as constituted prior to Closing (“Existing PRDB”) and Springfield East Property Tenants in Common as constituted prior to Closing (“Existing Springfield East TIC”)applicable, and all such expenses and liabilities accruing from after the Closing Date shall be borne by PRDB as constituted following Closing (“New PRDB”) and the Springfield East Property Tenants in Common as constituted following Closing (“New Springfield East TIC”). Any errors in the apportionments pursuant to this Section 13.4 shall be corrected the Preliminary Proration Statement as finally agreed upon by appropriate re-adjustment post-Closing, provided that notice of any such error, with supporting calculations, shall be given no later than one (1) year after the Closing Date. The provisions of this Section 6.1 shall survive the ClosingPurchaser and Seller. The items to be apportioned include, without limitation, covered by the followingPreliminary Proration Statement are as follows:
(i) Rent. Rent (A. rents, including percentage rents, escalation charges for real estate taxes, parking charges, marketing fund charges, operating expense prepayments and reimbursements from Space Tenants, maintenance escalation rents or charges, costs-of-living increases or other charges of a similar nature, if any, and any additional rent charges, and percentage rentsexpenses (collectively, "ADDITIONAL RENTS") payable under the Space Leases collected for the month in which Closing occurs; provided that if any of the foregoing are not finally adjusted between Seller and a Space Tenant, as applicable until after the preparation of the Preliminary Proration Statement then proration of such items shall be subject to adjustment pursuant to Section 9.4(b);
B. non-delinquent real property taxes and assessments except to the extent paid directly to the taxing authority by any Space Tenants under its Space Leases (real property taxes and assessments due and payable prior to the date of Closing Date. Promptly following shall be fully discharged and paid by Seller); provided that if the end of real property tax assessment for the lease fiscal year in which the Closing occurs, Seller and the Purchaser shall re-prorate such percentage rent occurs has not been issued as and when complete and accurate information becomes available with respect to actual percentage rent paid for such lease year. Subject to the prior sentence with respect to percentage rent, if at the Closing Date any past due rentals are owing by Space Tenants, the parties hereto agree that the first rent and other remittances received (including judgments on past-due amounts) after the Closing Date from such Space Tenants shall be held and disbursed as follows: (1) first, to New PRDB and New Springfield East TIC an amount equal to the rentals, fees and damages accrued and due from such Space Tenants from and after of the Closing Date; (2) next, to Existing PRDB and Existing Springfield East TIC an amount equal to the rentals, fees and damages accrued and due from such Space Tenants for the period prior to the Closing Date; and (3) in the event of an overpayment, the balance to New PRDB and New Springfield East TIC.
(ii) Real Estate Taxes; Other Taxes. Current real property taxes shall be prorated based on the most recent assessed value of the Premises, multiplied by the current tax rate, and personal property taxessuch tax proration shall be subject to adjustment pursuant to subparagraph (iv) of this Section 9.4(a); -19-
C. Intentionally Deleted;
D. water, sewer rentsand utility charges not payable by a Space Tenant;
E. amounts payable under the Service Contracts;
F. permits, water charges and charges and other state, county and municipal taxes, charges and assessments affecting the Property, or any portion thereof, licenses and/or inspection fees (calculated on the basis of the applicable fiscal year for period covered), but only to the extent transferred to Purchaser;
G. prior to Closing, if (i) any Existing Space Tenant vacates the Premises and (ii) Seller replaces its Existing Space Lease with a New Lease under which the same are levied or assessed. If replacement Space Tenant's net effective rent payable after the rate Closing is greater than that of any the vacating Space Tenant (the difference between the replacement Space Tenant's net effective rent and the vacating Space Tenant's net effective rent, the "EXCESS RENT"), Seller and Purchaser shall apportion leasing commissions, landlord's work and tenant improvement allowances incurred in connection with such taxesNew Lease made in accordance with the provisions of Section 7.1 above (which shall be apportioned based on the proportion of base rent payable over the initial lease term occurring during each party's respective period of ownership); provided, rentshowever, charges or assessments that the amount payable by Purchaser pursuant to this subsection 9.4(a)(i)(G) shall not be fixed prior greater than the Excess Rent;
H. Intentionally Deleted; and
I. any other expenses normal to the Closing Date, there shall be an adjustment made on operation and maintenance of the Closing Date on the basis of 100% of such taxes, charges, assessments or rents for the preceding fiscal year, and the same shall be further adjusted when the rate for the current fiscal year is fixed. Any such taxes, rents, charges or assessments which are not yet due and payable on the Closing Date because the same are paid in arrears shall be adjusted on the Closing DatePremises.
Appears in 1 contract
Samples: Contract of Sale (Inland Western Retail Real Estate Trust Inc)
Preparation of Prorations. At least five (5) Business Days before Before the Closing Date, Seller shall prepare and deliver deliver, or cause Escrow Holder to Purchaser prepare and deliver, to Buyer an unaudited statements on an accrual basis for PRDB and statement for the Springfield East Property as operated by the Tenants in Common (the “Preliminary Proration Statement”) showing prorations for the items set forth below, calculated as of 11:59 p.m. 12:01 a.m. on the day preceding the Closing Date, on the basis of a 365-365 day year. Purchaser Buyer and its representatives shall be afforded reasonable access to the Seller’s books and records of PRDB and the Tenants in Common with respect to the PropertyProperty and Seller’s work papers pertaining to the Preliminary Proration Statement to confirm the accuracy of the Preliminary Proration Statement. Purchaser Buyer and Seller shall agree upon any adjustments to be made to the Preliminary Proration Statement before the Closing. All expenses , and liabilitiesat the Closing, determined on an accrual basisBuyer or Seller, of PRDB and the Springfield East Property as operated by Tenants in Common applicable, shall be apportioned as aforesaid such that all such expenses and liabilities accruing prior receive a credit equal to the Closing Date shall be borne by the PRDB net amount due Buyer or Seller, as constituted prior to Closing (“Existing PRDB”) and Springfield East Property Tenants in Common as constituted prior to Closing (“Existing Springfield East TIC”)applicable, and all such expenses and liabilities accruing from after the Closing Date shall be borne by PRDB as constituted following Closing (“New PRDB”) and the Springfield East Property Tenants in Common as constituted following Closing (“New Springfield East TIC”). Any errors in the apportionments pursuant to this Section 13.4 shall be corrected the Preliminary Proration Statement as finally agreed upon by appropriate re-adjustment post-Closing, provided that notice of any such error, with supporting calculations, shall be given no later than one (1) year after the Closing Date. The provisions of this Section 6.1 shall survive the ClosingBuyer and Seller. The items to be apportioned include, without limitation, covered by the followingPreliminary Proration Statement are as follows:
(i) Rent. Rent rents, including reimbursements from Tenants for the cost of, or for increases (including above a base amount) in the cost of, real estate taxes, parking, a marketing fund, operating expenses, maintenance, or other charges of a similar nature (“Additional Rents”), if any, percentage rents, and any additional rent charges and percentage rents) expenses payable under the Space Leases (but only to the extent collected prior to before the Closing Date. Promptly following the end ); provided that if any of the lease foregoing are not finally adjusted between the landlord and Tenant under any Lease until after the preparation of the Preliminary Proration Statement then proration of such items shall be subject to adjustment pursuant to Section 8.2 below;
(ii) any credit due Seller for leasing commissions and Tenant Improvement Costs pursuant to Section 5.1(a) or 5.2(a) above;
(iii) any credit due Buyer for Tenant Improvement Costs, leasing commissions or free or reduced rent pursuant to Section 5.3 above;
(iv) non-delinquent real property taxes and assessments; provided that if the real property tax assessment for the fiscal year in which the Closing occurs, Seller and the Purchaser shall re-prorate such percentage rent occurs has not been issued as and when complete and accurate information becomes available with respect to actual percentage rent paid for such lease year. Subject to the prior sentence with respect to percentage rent, if at the Closing Date any past due rentals are owing by Space Tenants, the parties hereto agree that the first rent and other remittances received (including judgments on past-due amounts) after the Closing Date from such Space Tenants shall be held and disbursed as follows: (1) first, to New PRDB and New Springfield East TIC an amount equal to the rentals, fees and damages accrued and due from such Space Tenants from and after of the Closing Date, real property taxes shall be prorated based on the most recent assessed value of the Property, multiplied by the current tax rate, and such tax proration shall be subject to adjustment pursuant to subparagraph (e) of this Section 8.1;
(v) the current installment (only) on any improvement bonds which are a lien on the Property; Buyer shall take the Property subject to all future installments of any improvement bonds;
(2vi) nextwater, sewer and utility charges;
(vii) amounts payable under the Miscellaneous Agreements (but without duplication of the amounts to Existing PRDB and Existing Springfield East TIC an amount equal be credited to the rentals, fees and damages accrued and due from such Space Tenants for the period prior Seller pursuant to the Closing Date; and (3) in the event of an overpayment, the balance to New PRDB and New Springfield East TIC.
subparagraph (ii) Real Estate Taxes; Other Taxes. Current real property and personal property taxesof this Section 8.1(a));
(viii) permits, sewer rents, water charges and charges and other state, county and municipal taxes, charges and assessments affecting the Property, or any portion thereof, licenses and/or inspection fees (calculated on the basis of the applicable fiscal year for which the same are levied or assessed. If the rate of any such taxesperiod covered), rents, charges or assessments shall not be fixed prior but only to the Closing Date, there shall be an adjustment made on extent transferred to Buyer; and
(ix) any other expenses normal to the Closing Date on operation and maintenance of the basis of 100% of such taxes, charges, assessments or rents for the preceding fiscal year, and the same shall be further adjusted when the rate for the current fiscal year is fixed. Any such taxes, rents, charges or assessments which are not yet due and payable on the Closing Date because the same are paid in arrears shall be adjusted on the Closing DateProperty.
Appears in 1 contract
Samples: Purchase and Sale Agreement (GK Investment Holdings, LLC)
Preparation of Prorations. At least five (5) Business Days days before the Closing Date, Seller shall prepare and deliver deliver, or cause Escrowee to prepare and deliver, to Purchaser an unaudited statements on an accrual basis for PRDB and statement for the Springfield East Property as operated by the Tenants in Common Premises (the “Preliminary Proration Statement”) showing prorations for the items set forth below, calculated as of 11:59 p.m. on the day preceding the Closing Date, on the basis of a 365-day year. Notwithstanding the foregoing, in the event Seller (or its designee (e.g. Seller’s existing lender) does not receive the funds to be wired pursuant to Section 3 above by 1:00 P.M. Eastern Time on the Closing Date, then in such event, the items set forth in this Section shall be apportioned as of 11:59 P.M. on the Closing Date based upon the respective party’s period of ownership for the item being apportioned. Purchaser and its representatives shall be afforded reasonable access to the Seller’s books and records of PRDB and the Tenants in Common with respect to the PropertyPremises and Seller’s work papers pertaining to the Preliminary Proration Statement to confirm the accuracy of the Preliminary Proration Statement. Purchaser and Seller shall agree upon any adjustments to be made to the Preliminary Proration Statement before the Closing. All expenses , and liabilitiesat the Closing, determined on an accrual basisPurchaser or Seller, of PRDB and the Springfield East Property as operated by Tenants in Common applicable, shall be apportioned as aforesaid such that all such expenses and liabilities accruing prior receive a credit equal to the Closing Date shall be borne by the PRDB net amount due Purchaser or Seller, as constituted prior to Closing (“Existing PRDB”) and Springfield East Property Tenants in Common as constituted prior to Closing (“Existing Springfield East TIC”)applicable, and all such expenses and liabilities accruing from after the Closing Date shall be borne by PRDB as constituted following Closing (“New PRDB”) and the Springfield East Property Tenants in Common as constituted following Closing (“New Springfield East TIC”). Any errors in the apportionments pursuant to this Section 13.4 shall be corrected the Preliminary Proration Statement as finally agreed upon by appropriate re-adjustment post-Closing, provided that notice of any such error, with supporting calculations, shall be given no later than one (1) year after the Closing Date. The provisions of this Section 6.1 shall survive the ClosingPurchaser and Seller. The items to be apportioned include, without limitation, covered by the followingPreliminary Proration Statement are as follows:
A. rents, including percentage rents (i) Rent. Rent (including if any), escalation charges for real estate taxes, parking charges, marketing fund charges, operating expense prepayments and reimbursements from Space Tenants, maintenance escalation rents or charges, costs-of-living increases or other charges of a similar nature, if any, and any additional rent charges, and percentage rentsexpenses (collectively, “Additional Rents”) payable under the Space Leases (but only to the extent collected prior to before the Closing Date. Promptly following the end ); provided that if any of the lease foregoing are not finally adjusted between Seller and a Space Tenant, as applicable until after the preparation of the Preliminary Proration Statement then proration of such items shall be subject to adjustment pursuant to Section 9.4(b);
B. non-delinquent real property taxes and assessments except to the extent reimbursable by the Space Tenants under its Space Leases; provided that if the real property tax assessment for the fiscal year in which the Closing occurs, Seller and the Purchaser shall re-prorate such percentage rent occurs has not been issued as and when complete and accurate information becomes available with respect to actual percentage rent paid for such lease year. Subject to the prior sentence with respect to percentage rent, if at the Closing Date any past due rentals are owing by Space Tenants, the parties hereto agree that the first rent and other remittances received (including judgments on past-due amounts) after the Closing Date from such Space Tenants shall be held and disbursed as follows: (1) first, to New PRDB and New Springfield East TIC an amount equal to the rentals, fees and damages accrued and due from such Space Tenants from and after of the Closing Date; (2) next, to Existing PRDB and Existing Springfield East TIC an amount equal to the rentals, fees and damages accrued and due from such Space Tenants for the period prior to the Closing Date; and (3) in the event of an overpayment, the balance to New PRDB and New Springfield East TIC.
(ii) Real Estate Taxes; Other Taxes. Current real property taxes shall be prorated based on the most recent assessed value of the Premises, multiplied by the current tax rate, and personal property taxessuch tax proration shall be subject to adjustment pursuant to subparagraph (iv) of this Section 9.4(a);
C. water, sewer rentsand utility charges not payable by a Space Tenant;
D. amounts payable under the Service Contracts;
E. permits, water charges and charges and other state, county and municipal taxes, charges and assessments affecting the Property, or any portion thereof, licenses and/or inspection fees (calculated on the basis of the applicable fiscal year for which the same are levied or assessed. If the rate of any such taxesperiod covered), rents, charges or assessments shall not be fixed prior but only to the Closing Dateextent transferred to Purchaser;
F. leasing commissions, there landlord’s work and tenant improvement allowances incurred in connection with New Leases made in accordance with the provisions of Section 7.1 above (which shall be an adjustment made apportioned based on the Closing Date on proportion of base rent payable over the basis initial lease term occurring during each party’s respective period of 100% ownership); and
G. any other expenses normal to the operation and maintenance of such taxes, charges, assessments or rents for the preceding fiscal year, and the same shall be further adjusted when the rate for the current fiscal year is fixed. Any such taxes, rents, charges or assessments which are not yet due and payable on the Closing Date because the same are paid in arrears shall be adjusted on the Closing DatePremises.
Appears in 1 contract
Preparation of Prorations. At least five (5) Business Days before Before the Closing Date, Seller WWP Sponsor shall prepare and deliver to Purchaser Investor an unaudited statements on an accrual basis for PRDB and statement for the Springfield East Real Property as operated by the Tenants in Common (the “Preliminary Proration Statement”) showing prorations for the items set forth below, calculated as of 11:59 p.m. on the day preceding the Closing Date (the “Apportionment Date”), on the basis of the actual number of days of the month which shall have elapsed as of the Closing Date and based upon the actual number of days in the month in which the Closing Date occurs, and on the basis of a 365-day year. Purchaser and its representatives Notwithstanding the foregoing, in the event that the Investor Capital Contribution is not delivered to Escrowee pursuant to Section 9.1 above by 6:00 P.M. Eastern Time on the Closing Date, then in such event, the items set forth in this Section shall be afforded reasonable access apportioned as of 11:59 P.M. on the Closing Date based upon the respective party’s period of ownership for the item being apportioned. WWP Sponsor and Investor acknowledge that notwithstanding that this Agreement is for the admission of Investor as a 48.90% member in WWP Holdings, it is the intention of the parties hereto to prorate and apportion the revenue and expenses pertaining to the books Office Property and records Amenities Membership Interests as if there was a sale of PRDB the Office Property and Amenities Membership Interests subject to the specific terms and conditions of this Agreement, such that the seller is WWP Sponsor and the Tenants in Common with respect to the Propertybuyer is owned 51.10% by WWP Sponsor and 48.90% by Investor. Purchaser Investor and Seller WWP Sponsor shall agree upon any adjustments to be made to the Preliminary Proration Statement before the Closing. All expenses , and liabilitiesat the Closing, determined on an accrual basis, of PRDB the parties shall adjust and credit the Springfield East Property as operated by Tenants in Common shall be apportioned as aforesaid such that all such expenses and liabilities accruing prior amounts due or payable pursuant to the Closing Date shall be borne Preliminary Proration Statement as finally agreed upon by the PRDB as constituted prior to Closing (“Existing PRDB”) Investor and Springfield East Property Tenants in Common as constituted prior to Closing (“Existing Springfield East TIC”), and all such expenses and liabilities accruing from after the Closing Date shall be borne by PRDB as constituted following Closing (“New PRDB”) and the Springfield East Property Tenants in Common as constituted following Closing (“New Springfield East TIC”). Any errors in the apportionments pursuant to this Section 13.4 shall be corrected by appropriate re-adjustment post-Closing, provided that notice of any such error, with supporting calculations, shall be given no later than one (1) year after the Closing Date. The provisions of this Section 6.1 shall survive the ClosingWWP Sponsor. The items to be apportioned include, without limitation, covered by the followingPreliminary Proration Statement are as follows:
(i) Rent. Rent (including A. Base or fixed rents due or pre-paid under the Leases, and any additional rent and percentage rents, escalation charges for increases in real estate taxes or operating expenses, pxxxxx'x wage increases, labor cost increases, cost-of-living increases, charges for electricity, water, cleaning or overtime services, work order charges, “sundry charges” or other charges of a similar nature (collectively, “Additional Rents”) under shall be adjusted on an “if, as and when” collected basis; provided that if any of the Space Leases collected prior foregoing are not finally adjusted between Office Owner and/or Amenities Owner and a Tenant until after the preparation of the Preliminary Proration Statement, then proration of such items shall be subject to adjustment pursuant to Section 9.4(b);
B. Real estate and personal property taxes, business improvement district assessments and charges, vault charges and special assessments, if any. WWP Sponsor shall cause Office Owner and Amenities Owner to pay all real estate and personal property taxes, business improvement district assessments and charges, vault charges and special assessments attributable to the Office Property and Amenities Property through, but not including, the Closing Date. Promptly following If the end tax rate, assessment and/or assessed value for any of the lease year foregoing items have not been set for the tax period in which the Closing occurs, Seller then the proration of such items shall be based upon the rate, assessment and/or assessed value for the immediately preceding tax period and promptly following the Purchaser date that the tax rate, assessment and/or assessed value is finally determined for such tax period, the net amount due to WWP Sponsor or Investor (as members of WWP Holdings), if any, by reason of such final determination, shall re-prorate be paid by the party obligated to make such percentage rent as and when complete and accurate information becomes available payment within five (5) Business Days following notice from the other party with respect to actual percentage rent paid thereto. Any discount received for such lease yearan early payment shall be for the benefit of WWP Sponsor. Subject to the prior sentence with respect to percentage rent, if at If as of the Closing Date the Office Property or the Amenities Property or any past due rentals portion thereof shall be affected by any special or general assessments which are owing by Space Tenants, the parties hereto agree that or may become payable in installments of which the first rent installment is then a lien and other remittances received (including judgments on past-has become payable, WWP Sponsor shall cause Office Owner and/or Amenities Owner to pay the unpaid installments of such assessments which are due amounts) after prior to the Closing Date from such Space Tenants and Investor and WWP Sponsor (as the members of WWP Holdings) shall be held and disbursed as follows: (1) first, to New PRDB and New Springfield East TIC an amount equal to pay their respective share of the rentals, fees and damages accrued and installments which are due from such Space Tenants from and on or after the Closing Date; (2) next, to Existing PRDB and Existing Springfield East TIC an amount equal to the rentals, fees and damages accrued and due from such Space Tenants for the period prior to the Closing Date; and (3) in the event of an overpayment, the balance to New PRDB and New Springfield East TIC.;
(ii) Real Estate Taxes; Other Taxes. Current real property and personal property taxesC. water, sewer rentsand utility charges not payable by a Tenant;
D. amounts payable under the Contracts, water charges monthly debt service payments under the Mortgage Loan and charges the Mezzanine Loan, and other statetax and insurance escrows under the Mortgage Loan;
E. permits, county and municipal taxes, charges and assessments affecting the Property, or any portion thereof, licenses and/or inspection fees (calculated on the basis of the applicable fiscal year for which the same are levied or assessed. If the rate of period covered);
F. fuel, if any, as estimated by WWP Sponsor’s supplier, at current cost, together with any such taxessales taxes payable in connection therewith, rents, charges or assessments if any (a letter from WWP Sponsor’s fuel supplier shall not be fixed prior conclusive evidence as to the Closing Date, there shall be an adjustment made quantity of fuel on the Closing Date on the basis of 100% of such taxes, charges, assessments or rents for the preceding fiscal year, hand and the same shall be further adjusted when current cost therefor);
G. salaries, wages, vacation pay, bonuses and any other fringe benefits (including, without limitation, social security, unemployment compensation, employee disability insurance, sick pay, welfare and pension fund contributions, payments and deposits, if any) of all Employees;
H. Insurance premiums due in connection with insurance over the rate for Office Property and the current fiscal year is fixed. Any Amenities Property;
I. payments of interest and principal (if any) under the Amenities Mortgages;
J. to the extent not duplicative of other adjustments provided in this Section 9.4, any reimbursements and other amounts payable to the Office Owner or the Amenities Owner in connection with the Condominium;
K. utility deposits; and
L. such taxesother items as are customarily apportioned in real estate closings of commercial properties in the City of New York, rents, charges or assessments which are not yet due and payable on the Closing Date because the same are paid in arrears shall be adjusted on the Closing DateState of New York.
Appears in 1 contract
Samples: Contribution and Admission Agreement (American Realty Capital New York Recovery Reit Inc)
Preparation of Prorations. At least five (5) Business Days days before the Closing Date, Seller shall prepare and deliver deliver, or cause Escrow Holder to Purchaser prepare and deliver, to Buyer an unaudited statements on an accrual basis for PRDB and statement for the Springfield East Property as operated by the Tenants in Common (the “Preliminary Proration Statement”) showing prorations for the items set forth below, calculated as of 11:59 p.m. 12:01 a.m. on the day preceding the Closing Date, on the basis of a 365-day year. Purchaser Buyer and its representatives shall be afforded reasonable access to the Seller’s books and records of PRDB and the Tenants in Common with respect to the PropertyProperty and Seller’s work papers pertaining to the Preliminary Proration Statement to confirm the accuracy of the Preliminary Proration Statement. Purchaser Buyer and Seller shall agree upon any adjustments to be made to the Preliminary Proration Statement before the Closing. All expenses , and liabilitiesat the Closing, determined on an accrual basisBuyer or Seller, of PRDB and the Springfield East Property as operated by Tenants in Common applicable, shall be apportioned as aforesaid such that all such expenses and liabilities accruing prior receive a credit equal to the Closing Date shall be borne by the PRDB net amount due Buyer or Seller, as constituted prior to Closing (“Existing PRDB”) and Springfield East Property Tenants in Common as constituted prior to Closing (“Existing Springfield East TIC”)applicable, and all such expenses and liabilities accruing from after the Closing Date shall be borne by PRDB as constituted following Closing (“New PRDB”) and the Springfield East Property Tenants in Common as constituted following Closing (“New Springfield East TIC”). Any errors in the apportionments pursuant to this Section 13.4 shall be corrected the Preliminary Proration Statement as finally agreed upon by appropriate re-adjustment post-Closing, provided that notice of any such error, with supporting calculations, shall be given no later than one (1) year after the Closing Date. The provisions of this Section 6.1 shall survive the ClosingBuyer and Seller. The items to be apportioned include, without limitation, covered by the followingPreliminary Proration Statement are as follows:
(i) Rent. Rent (including any additional rent non-delinquent real property taxes and percentage rents) under assessments; provided that if the Space Leases collected prior to real property tax assessment for the Closing Date. Promptly following the end of the lease fiscal year in which the Closing occurs, Seller and the Purchaser shall re-prorate such percentage rent occurs has not been issued as and when complete and accurate information becomes available with respect to actual percentage rent paid for such lease year. Subject to the prior sentence with respect to percentage rent, if at the Closing Date any past due rentals are owing by Space Tenants, the parties hereto agree that the first rent and other remittances received (including judgments on past-due amounts) after the Closing Date from such Space Tenants shall be held and disbursed as follows: (1) first, to New PRDB and New Springfield East TIC an amount equal to the rentals, fees and damages accrued and due from such Space Tenants from and after of the Closing Date; , real property taxes shall be prorated based on the most recent assessed value of the Property, multiplied by the current tax rate, and such tax proration shall be subject to adjustment pursuant to subparagraph (2b) next, to Existing PRDB and Existing Springfield East TIC an amount equal to the rentals, fees and damages accrued and due from such Space Tenants for the period prior to the Closing Date; and (3) in the event of an overpayment, the balance to New PRDB and New Springfield East TIC.this Section 8.1;
(ii) Real Estate Taxesthe current installment (only) on any improvement bonds which are a lien on the Property; Other Taxes. Current real property and personal property taxesBuyer shall take the Property subject to all future installments of any improvement bonds;
(iii) water, sewer rentsand utility charges;
(iv) amounts payable under the Miscellaneous Agreement;
(v) assessments under the CC&Rs;
(vi) permits, water charges and charges and other state, county and municipal taxes, charges and assessments affecting the Property, or any portion thereof, licenses and/or inspection fees (calculated on the basis of the applicable fiscal year for which the same are levied or assessed. If the rate of any such taxesperiod covered), rents, charges or assessments shall not be fixed prior but only to the Closing Date, there shall be an adjustment made on extent transferred to Buyer; and
(vii) any other expenses normal to the Closing Date on operation and maintenance of the basis of 100% of such taxes, charges, assessments or rents for the preceding fiscal year, and the same shall be further adjusted when the rate for the current fiscal year is fixed. Any such taxes, rents, charges or assessments which are not yet due and payable on the Closing Date because the same are paid in arrears shall be adjusted on the Closing DateProperty.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Simpson Manufacturing Co Inc /Ca/)
Preparation of Prorations. At least five (5) Business Days before Before the Closing Date, Seller shall prepare and deliver deliver, or cause Escrow Holder to Purchaser prepare and deliver, to Buyer an unaudited statements on an accrual basis for PRDB and statement for the Springfield East Property as operated by the Tenants in Common (the “Preliminary Proration Statement”) showing prorations for the items set forth below, calculated as of 11:59 p.m. 12:01 a.m. on the day preceding the Closing Date, on the basis of a 365-day 365‑day year. Purchaser Buyer and its representatives shall be afforded reasonable access to the Seller’s books and records of PRDB and the Tenants in Common with respect to the PropertyProperty and Seller’s work papers pertaining to the Preliminary Proration Statement to confirm the accuracy of the Preliminary Proration Statement. Purchaser Buyer and Seller shall agree upon any adjustments to be made to the Preliminary Proration Statement before the Closing. All expenses , and liabilitiesat the Closing, determined on an accrual basisBuyer or Seller, of PRDB and the Springfield East Property as operated by Tenants in Common applicable, shall be apportioned as aforesaid such that all such expenses and liabilities accruing prior receive a credit equal to the Closing Date shall be borne by the PRDB net amount due Buyer or Seller, as constituted prior to Closing (“Existing PRDB”) and Springfield East Property Tenants in Common as constituted prior to Closing (“Existing Springfield East TIC”)applicable, and all such expenses and liabilities accruing from after the Closing Date shall be borne by PRDB as constituted following Closing (“New PRDB”) and the Springfield East Property Tenants in Common as constituted following Closing (“New Springfield East TIC”). Any errors in the apportionments pursuant to this Section 13.4 shall be corrected the Preliminary Proration Statement as finally agreed upon by appropriate re-adjustment post-Closing, provided that notice of any such error, with supporting calculations, shall be given no later than one (1) year after the Closing Date. The provisions of this Section 6.1 shall survive the ClosingBuyer and Seller. The items to be apportioned include, without limitation, covered by the followingPreliminary Proration Statement are as follows:
(i) Rent. Rent collected rents, including reimbursements from Tenants for the cost of, or for increases (including above a base amount) in the cost of, real estate taxes, parking, a marketing fund, operating expenses, maintenance, or other charges of a similar nature (“Additional Rents”), if any, percentage rents, and any additional rent charges and percentage rents) expenses payable under the Space Leases (but only to the extent collected prior to before the Closing Date. Promptly following the end ); provided that if any of the lease foregoing are not finally adjusted between the landlord and Tenant under any Lease until after the preparation of the Preliminary Proration Statement then proration of such items shall be subject to adjustment pursuant to Section 8.2 below;
(ii) any credit due Seller or Buyer for leasing commissions and Tenant Improvement Costs pursuant to Section 5.1(a), 5.2(a) or 5.3 above;
(iii) non-delinquent real property taxes and assessments; provided that if the real property tax assessment for the fiscal year in which the Closing occurs, Seller and the Purchaser shall re-prorate such percentage rent occurs has not been issued as and when complete and accurate information becomes available with respect to actual percentage rent paid for such lease year. Subject to the prior sentence with respect to percentage rent, if at the Closing Date any past due rentals are owing by Space Tenants, the parties hereto agree that the first rent and other remittances received (including judgments on past-due amounts) after the Closing Date from such Space Tenants shall be held and disbursed as follows: (1) first, to New PRDB and New Springfield East TIC an amount equal to the rentals, fees and damages accrued and due from such Space Tenants from and after of the Closing Date, real property taxes shall be prorated based on the most recent assessed value of the Property, multiplied by the current tax rate, and such tax proration shall be subject to adjustment pursuant to subparagraph (e) of this Section 8.1;
(iv) the current installment (only) on any improvement bonds which are a lien on the Property; Buyer shall take the Property subject to all future installments of any improvement bonds;
(2v) nextwater, sewer and utility charges;
(vi) amounts payable under the Miscellaneous Agreements (not including the Rejected Agreements) (but without duplication of the amounts to Existing PRDB and Existing Springfield East TIC an amount equal be credited to the rentals, fees and damages accrued and due from such Space Tenants for the period prior Seller pursuant to the Closing Date; and (3) in the event of an overpayment, the balance to New PRDB and New Springfield East TIC.
subparagraph (ii) Real Estate Taxes; Other Taxes. Current real property and personal property taxesof this Section 8.1(a));
(vii) permits, sewer rents, water charges and charges and other state, county and municipal taxes, charges and assessments affecting the Property, or any portion thereof, licenses and/or inspection fees (calculated on the basis of the applicable fiscal year for which the same are levied or assessed. If the rate of any such taxesperiod covered), rents, charges or assessments shall not be fixed prior but only to the Closing Date, there shall be an adjustment made on extent transferred to Buyer; and
(viii) any other expenses normal to the Closing Date on operation and maintenance of the basis of 100% of such taxes, charges, assessments or rents for the preceding fiscal year, and the same shall be further adjusted when the rate for the current fiscal year is fixed. Any such taxes, rents, charges or assessments which are not yet due and payable on the Closing Date because the same are paid in arrears shall be adjusted on the Closing DateProperty.
Appears in 1 contract
Samples: Purchase and Sale Agreement (KBS Strategic Opportunity REIT, Inc.)
Preparation of Prorations. Seller and Purchaser acknowledge that the parties’ obligations for expenses related to the Property from and after the Closing shall be governed pursuant to the terms of the Lease, and, as a result, there will be few expense prorations at the Closing. At least five two (52) Business Days days before the Closing Date, Seller shall prepare and deliver deliver, or cause Escrow Holder to prepare and deliver, to Purchaser an unaudited statements on an accrual basis for PRDB and statement for the Springfield East Property as operated by the Tenants in Common (the “Preliminary Proration Statement”) showing prorations for the items set forth below, calculated as of 11:59 p.m. on the day preceding the Closing Date, on the basis of a 365-day year. Notwithstanding the foregoing, in the event Seller (or its designee) does not receive the funds to be wired pursuant to Article 3 above by 3:00 P.M. Pacific Time on the Closing Date, then in such event, the items set forth in this Section shall be apportioned as of 11:59 P.M. on the Closing Date based upon the respective party’s period of ownership for the item being apportioned. Purchaser and its representatives shall be afforded reasonable access to the Seller’s books and records of PRDB and the Tenants in Common with respect to the PropertyProperty and Seller’s work papers pertaining to the Preliminary Proration Statement to confirm the accuracy of the Preliminary Proration Statement. Purchaser and Seller shall reasonably agree upon any adjustments to be made to the Preliminary Proration Statement before the Closing. All expenses , and liabilitiesat the Closing, determined on an accrual basisPurchaser or Seller, of PRDB and the Springfield East Property as operated by Tenants in Common applicable, shall be apportioned as aforesaid such that all such expenses and liabilities accruing prior receive a credit equal to the Closing Date shall be borne by the PRDB net amount due Purchaser or Seller, as constituted prior to Closing (“Existing PRDB”) and Springfield East Property Tenants in Common as constituted prior to Closing (“Existing Springfield East TIC”)applicable, and all such expenses and liabilities accruing from after the Closing Date shall be borne by PRDB as constituted following Closing (“New PRDB”) and the Springfield East Property Tenants in Common as constituted following Closing (“New Springfield East TIC”). Any errors in the apportionments pursuant to this Section 13.4 shall be corrected the Preliminary Proration Statement as finally agreed upon by appropriate re-adjustment post-Closing, provided that notice of any such error, with supporting calculations, shall be given no later than one (1) year after the Closing Date. The provisions of this Section 6.1 shall survive the ClosingPurchaser and Seller. The items to be apportioned include, without limitation, covered by the followingPreliminary Proration Statement are as follows:
A. rents, including percentage rents (i) Rent. Rent (including if any), escalation charges for real estate taxes, parking charges, marketing fund charges, operating expense prepayments and reimbursements from Space Tenants, maintenance escalation rents or charges, costs-of-living increases or other charges of a similar nature, if any, and any additional rent charges, and percentage rentsexpenses (collectively, “Additional Rents”) payable under the Space Leases (but only to the extent collected prior to before the Closing Date. Promptly following the end ); provided that if any of the lease foregoing are not finally adjusted between Seller and a Space Tenant, as applicable until after the preparation of the Preliminary Proration Statement then proration of such items shall be subject to adjustment pursuant to Section 9.5(b);
B. non-delinquent real property taxes and assessments except to the extent reimbursable by the Space Tenants under its Space Leases; provided that if the real property tax assessment for the fiscal year in which the Closing occurs, Seller and the Purchaser shall re-prorate such percentage rent occurs has not been issued as and when complete and accurate information becomes available with respect to actual percentage rent paid for such lease year. Subject to the prior sentence with respect to percentage rent, if at the Closing Date any past due rentals are owing by Space Tenants, the parties hereto agree that the first rent and other remittances received (including judgments on past-due amounts) after the Closing Date from such Space Tenants shall be held and disbursed as follows: (1) first, to New PRDB and New Springfield East TIC an amount equal to the rentals, fees and damages accrued and due from such Space Tenants from and after of the Closing Date; (2) next, to Existing PRDB and Existing Springfield East TIC an amount equal to the rentals, fees and damages accrued and due from such Space Tenants for the period prior to the Closing Date; and (3) in the event of an overpayment, the balance to New PRDB and New Springfield East TIC.
(ii) Real Estate Taxes; Other Taxes. Current real property and personal property taxes, sewer rents, water charges and charges and other state, county and municipal taxes, charges and assessments affecting taxes shall be prorated based on the most recent assessed value of the Property, or any portion thereofmultiplied by the current tax rate, and such tax proration shall be subject to adjustment pursuant to subparagraph (iv) of this Section 9.5(a);
C. water, sewer and utility charges not payable by a Space Tenant;
D. amounts payable under the Service Contracts, if any;
E. permits, licenses and/or inspection fees (calculated on the basis of the applicable fiscal year for which the same are levied or assessed. If the rate of any such taxesperiod covered), rents, charges or assessments shall not be fixed prior but only to the Closing Dateextent transferred to Purchaser; and
F. any other expenses normal to the operation and maintenance of the Property, there shall be an adjustment made on the Closing Date on the basis of 100% of such taxes, charges, assessments or rents for the preceding fiscal year, and the same shall be further adjusted when the rate for the current fiscal year is fixed. Any such taxes, rents, charges or assessments which are not yet due and payable on the Closing Date because the same are paid in arrears shall be adjusted on the Closing Dateexcluding insurance.
Appears in 1 contract
Preparation of Prorations. At least five (5) Business Days before Before the Closing Date, Seller shall prepare and deliver deliver, or cause Escrowee to prepare and deliver, to Purchaser an unaudited statements on an accrual basis for PRDB and statement for the Springfield East Property as operated by the Tenants in Common Premises (the “Preliminary Proration Statement”) showing prorations (except as set forth in Section 9.4(a)(i)(G)) for the items set forth below, calculated as of 11:59 p.m. P.M. on the day preceding the Closing Date, on the basis of a 365-day year. Notwithstanding the foregoing, in the event Seller (or its designee (e.g. Seller’s existing lender)) does not receive the funds to be wired pursuant to Section 3 above by 1:00 P.M. Eastern Time on the Closing Date, then in such event, the items set forth in this Section shall be apportioned as of 11:59 P.M. on the Closing Date based upon the respective party's period of ownership for the item being apportioned. Purchaser and its representatives shall be afforded reasonable access to the Seller’s books and records of PRDB and the Tenants in Common with respect to the PropertyPremises and Seller’s work papers pertaining to the Preliminary Proration Statement to confirm the accuracy of the Preliminary Proration Statement. Purchaser and Seller shall agree upon any adjustments to be made to the Preliminary Proration Statement before the Closing. All expenses , and liabilitiesat the Closing, determined on an accrual basisPurchaser or Seller, of PRDB and the Springfield East Property as operated by Tenants in Common applicable, shall be apportioned as aforesaid such that all such expenses and liabilities accruing prior receive a credit equal to the Closing Date shall be borne by the PRDB net amount due Purchaser or Seller, as constituted prior to Closing (“Existing PRDB”) and Springfield East Property Tenants in Common as constituted prior to Closing (“Existing Springfield East TIC”)applicable, and all such expenses and liabilities accruing from after the Closing Date shall be borne by PRDB as constituted following Closing (“New PRDB”) and the Springfield East Property Tenants in Common as constituted following Closing (“New Springfield East TIC”). Any errors in the apportionments pursuant to this Section 13.4 shall be corrected the Preliminary Proration Statement as finally agreed upon by appropriate re-adjustment post-Closing, provided that notice of any such error, with supporting calculations, shall be given no later than one (1) year after the Closing Date. The provisions of this Section 6.1 shall survive the ClosingPurchaser and Seller. The items to be apportioned include, without limitation, covered by the followingPreliminary Proration Statement are as follows:
(iA) Rent. Rent rents and any miscellaneous revenue (including but only to the extent collected before the Closing Date), but excluding Additional Rents (as defined in 9.4(a)(i)(B) below) and percentage rent, which shall be prorated pursuant to Section 9.4(b) below;
(B) reimbursements from Space Tenants for the cost of, or for increases (above a base amount) in the cost of, real estate taxes, parking, a marketing fund, operating expenses, insurance premiums, maintenance, or other charges of a similar nature, if any, and any additional rent charges and percentage rentsexpenses (collectively, “Additional Rents”) payable under the Space Leases collected prior and percentage rents, which shall be prorated based on the principles and procedures set forth in Section 9.4(b) below;
(C) non-delinquent personal property taxes, real property taxes and assessments, district improvement impositions and the like, except to the Closing Date. Promptly following extent reimbursable or payable directly to the end of applicable taxing authority by the lease Space Tenants under its Space Leases (based upon the maximum discount rate available, if applicable); provided that if the tax rate or assessment for the fiscal year in which the Closing occurs, Seller and the Purchaser shall re-prorate such percentage rent occurs has not been issued as and when complete and accurate information becomes available with respect to actual percentage rent paid for such lease year. Subject to the prior sentence with respect to percentage rent, if at the Closing Date any past due rentals are owing by Space Tenants, the parties hereto agree that the first rent and other remittances received (including judgments on past-due amounts) after the Closing Date from such Space Tenants shall be held and disbursed as follows: (1) first, to New PRDB and New Springfield East TIC an amount equal to the rentals, fees and damages accrued and due from such Space Tenants from and after of the Closing Date; , taxes shall be prorated based on the last ascertainable tax bxxx, and such tax proration shall be subject to adjustment pursuant to subparagraph (2v) next, to Existing PRDB and Existing Springfield East TIC an amount equal to the rentals, fees and damages accrued and due from such Space Tenants for the period prior to the Closing Date; and (3) in the event of an overpayment, the balance to New PRDB and New Springfield East TIC.this Section 9.4(a);
(iiD) Real Estate Taxes; Other Taxes. Current real property and personal property taxeswater, sewer rentsand utility charges not payable by a Space Tenant;
(E) amounts payable under the Service Contracts;
(F) permits, water charges and charges and other state, county and municipal taxes, charges and assessments affecting the Property, or any portion thereof, licenses and/or inspection fees (calculated on the basis of the applicable fiscal year for period covered), but only to the extent transferred to Purchaser;
(G) leasing commissions, landlord’s work, tenant improvement allowances and construction management fees incurred in connection with New Leases made in accordance with the provisions of Section 7.1 above, which shall be paid by Purchaser and Purchaser agrees to assume the same obligations therefor pursuant to an Assignment and Assumption of Leasing Commission Agreements and Construction Contracts attached hereto as Exhibit 13. To the extent such amounts are levied paid by Seller at or assessed. If the rate of any such taxes, rents, charges or assessments shall not be fixed prior to Closing, Purchaser shall reimburse Seller for such amounts at Closing; and
(H) any other expenses normal to the Closing Date, there shall be an adjustment made on operation and maintenance of the Closing Date on the basis of 100% of such taxes, charges, assessments or rents for the preceding fiscal year, and the same shall be further adjusted when the rate for the current fiscal year is fixed. Any such taxes, rents, charges or assessments which are not yet due and payable on the Closing Date because the same are paid in arrears shall be adjusted on the Closing DatePremises.
Appears in 1 contract
Samples: Contract of Sale (American Realty Capital - Retail Centers of America, Inc.)
Preparation of Prorations. At least five seven (57) Business Days days before the Closing Date, Seller shall prepare and deliver deliver, or cause Escrow Agent to Purchaser prepare and deliver, to Buyer an unaudited statements on an accrual basis for PRDB and statement for the Springfield East Property as operated by the Tenants in Common (the “Preliminary Proration Statement”"PRELIMINARY PRORATION STATEMENT") showing prorations for the items set forth below, calculated as of 11:59 p.m. 12:01 a.m. on the day preceding the Closing Date, on the basis of a 365-day year. Purchaser Buyer and its representatives and auditors shall be afforded reasonable access to the Seller's books and records of PRDB and the Tenants in Common with respect to the PropertyProperty and Seller's work papers pertaining to the Preliminary Proration Statement to confirm the accuracy of the Preliminary Proration Statement. Purchaser Buyer and Seller shall agree upon any adjustments to be made to the Preliminary Proration Statement before the Closing. All expenses , and liabilitiesat the Closing, determined on an accrual basisBuyer or Seller, of PRDB and the Springfield East Property as operated by Tenants in Common applicable, shall be apportioned as aforesaid such that all such expenses and liabilities accruing prior receive a credit equal to the Closing Date shall be borne by the PRDB net amount due Buyer or Seller, as constituted prior to Closing (“Existing PRDB”) and Springfield East Property Tenants in Common as constituted prior to Closing (“Existing Springfield East TIC”)applicable, and all such expenses and liabilities accruing from after the Closing Date shall be borne by PRDB as constituted following Closing (“New PRDB”) and the Springfield East Property Tenants in Common as constituted following Closing (“New Springfield East TIC”). Any errors in the apportionments pursuant to this Section 13.4 shall be corrected the Preliminary Proration Statement as finally agreed upon by appropriate re-adjustment post-Closing, provided that notice of any such error, with supporting calculations, shall be given no later than one (1) year after the Closing Date. The provisions of this Section 6.1 shall survive the ClosingBuyer and Seller. The items to be apportioned include, without limitation, covered by the followingPreliminary Proration Statement are as follows:
(iI) Rent. Rent (Rents, including percentage rents, escalation charges for real estate taxes, parking charges, marketing fund charges, operating expenses, maintenance escalation rents or charges, cost-of-living increases or other charges of a similar nature, if any, and any additional rent charges and percentage rents) expenses payable under the Space Leases (but only to the extent collected prior to before the Closing Date. Promptly following the end ); PROVIDED THAT if any of the lease foregoing are not finally adjusted between the landlord and tenant under any Lease until after the preparation of the Preliminary Proration Statement then proration of such items shall be subject to adjustment pursuant to Section 7.4 hereof;
(II) Non-delinquent real property taxes and assessments; provided that if the real property tax assessment for the fiscal year in which the Closing occurs, Seller and the Purchaser shall re-prorate such percentage rent occurs has not been issued as and when complete and accurate information becomes available with respect to actual percentage rent paid for such lease year. Subject to the prior sentence with respect to percentage rent, if at of the Closing Date Date, real property taxes shall be prorated based on the most recent assessed value of the Property, multiplied by the current tax rate, and such tax proration shall be subject to adjustment pursuant to subparagraph (d) of this Section 7.3.
(III) The current installment (only) on any past improvement bonds which are a lien on the Property; Buyer shall take the Property subject to all future installments due rentals are owing by Space Tenants, the parties hereto agree that the first rent and other remittances received (including judgments on past-due amounts) under any such improvement bonds after the Closing Date from such Space Tenants shall be held and disbursed as follows: (1) first, to New PRDB and New Springfield East TIC an amount equal except to the rentals, fees and damages accrued and due from such Space Tenants from and after the Closing Date; (2) next, to Existing PRDB and Existing Springfield East TIC an amount equal to the rentals, fees and damages accrued and due from such Space Tenants for the period prior to the Closing Date; and (3) in the event of an overpayment, the balance to New PRDB and New Springfield East TIC.extent delinquent);
(iiIV) Real Estate Taxes; Other Taxes. Current real property and personal property taxesWater, sewer rentsand utility charges;
(V) Amounts payable under the Contracts being assumed by Buyer;
(VI) Permits, water charges and charges and other state, county and municipal taxes, charges and assessments affecting the Property, or any portion thereof, licenses and/or inspection fees (calculated on the basis of the applicable fiscal year for which the same are levied or assessed. If the rate of any such taxesperiod covered), rents, charges or assessments shall not be fixed prior but only to the Closing Date, there shall be an adjustment made on extent transferred to Buyer;
(VII) Any other expenses normal to the Closing Date on operation and maintenance of the basis of 100% of such taxes, charges, assessments or rents for the preceding fiscal year, and the same shall be further adjusted when the rate for the current fiscal year is fixed. Any such taxes, rents, charges or assessments which are not yet due and payable on the Closing Date because the same are paid in arrears shall be adjusted on the Closing DateProperty.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Behringer Harvard Reit I Inc)