Pro-rations. Escrow Holder is hereby instructed to segregate and pro-rate real estate taxes, assessments and similar charges as of the Close of Escrow, as hereinafter defined. Segregation and pro-rations of real estate taxes, assessments and similar charges shall be done based upon the most currently available information at the Close of Escrow. AGENCY shall be responsible for applying for any refund due for assessments or property taxes prepaid beyond the Close of Escrow.
Pro-rations. At the close of escrow, the Escrow Agent shall make the following prorations: (i) property taxes will be prorated as of the Close of Escrow based upon the most recent tax xxxx available, including any property taxes which may be assessed after the close of escrow but which pertain to the period prior to the transfer of title to the Property to Buyer, regardless of when or to whom notice thereof is delivered; (ii) any bond or assessment that constitutes a lien on the Property at the Close of Escrow will be assumed by Buyer; and (iii) Maintenance Expenses will be prorated at the Close of Escrow based on the actual costs of maintenance. Seller does not pay property taxes.
Pro-rations. If this Lease shall commence or terminate at any time other than the first day of an Operating Year, Tenant shall be liable only for that portion of the Operating Expenses and Taxes with respect to such Operating Year as represented by a fraction, the numerator of which is the number of days of the Lease Term which fall within the Operating Year and the denominator of which is three hundred sixty-five (365).
Pro-rations. Due to the nature of the payment obligations under the existing Lease (obligating Buyer to pay, for example, all property taxes and utilities), as of the Effective Date, the parties do not anticipate any required pro-rations.
Pro-rations. Taxes and all other pro-ratable items shall be prorated as of the date of Closing. In the event the taxes for the year of Closing are unknown, the tax pro-ration will be based upon the taxes for the prior year, unless the parties otherwise agree.
Pro-rations. At the Closing, Buyer and Sellers shall reimburse each other, as appropriate, for the following expenses applicable to the Business, all of which shall be prorated such that Sellers are responsible for their pro-rata share (determined on a per diem basis) of the expenses accrued prior to the Effective Time except as provided below, and Buyer is responsible for its pro-rata share (determined on a per diem basis) of the expenses accrued on and after the Effective Time except as provided below:
(i) real estate taxes and personal property taxes accrued in connection with the Leases assigned to Buyer (or its Affiliate) or otherwise accrued with respect to the Purchased Assets; provided, that the method of proration shall be consistent with customs in the county where the property is located;
(ii) utility expenses associated with operation of the Restaurants, based upon actual amounts billed by the utilities;
(iii) rent payments and any common area charges or other similarly pro-rated charges due under the Leases assigned to Buyer (or its Affiliate) (including any percentage rent on an annualized basis, as may be adjusted for recaptured landlord allowances);
(iv) all payments (if any) due to BWW or to any cooperative marketing group under the Franchise Agreements assigned to Buyer (or its Affiliate) (excluding any BWW Transfer Fees) which accrue during the month of the Closing; provided, however, that to the extent such payments can be calculated as a percentage of gross sales or other operating accounts that can be segregated between Sellers and Buyer under their respective accounting systems, such payments shall be excluded from the pro-rations required by this Section 2.05(d)(iv) and be paid directly by Sellers and Buyer, as the case may be;
(v) liquor license fees paid by any Seller or any Affiliate of Sellers prior to the Effective Time to the extent that all or any portion of such fees related to a liquor Permit assigned to Buyer (or its Affiliate) with a post-Closing expiration date and are not refunded by the applicable Governmental Authority to Sellers or any Affiliate of Sellers; and
(vi) any other items customarily prorated, as mutually agreed upon by the parties.
Pro-rations. Should this Lease commence or terminate at any time other than the first day of an Operating Year, the Additional Rent payable by Tenant on account of Operating Expenses shall be first calculated on the basis of the entire Operating Year and then pro-rated on the basis of the number of days of occupancy.
Pro-rations. Any taxes and assessments that are a lien on the Property, or that otherwise relate to the Property and are due and payable as of Closing (other than the lien of general real estate taxes that are not due and payable as of Closing) shall be paid by Seller on or before closing. Seller to pay all current real estate taxes and no pro-rations shall occur between Seller and Purchaser. Seller shall also pay all current grass cuts and other maintenance charges against the Property.
Pro-rations. At the close of escrow, the Escrow Agent shall make the following prorations: (i) property taxes will be prorated as of the Close of Escrow based upon the most recent tax xxxx available, including any property taxes which may be assessed after the close of escrow but which pertain to the period prior to the transfer of title to the Property to Buyer, regardless of when or to whom notice thereof is delivered and (ii) any bond or assessment that constitutes a lien on the Property at the Close of Escrow will be assumed by Buyer.
Pro-rations. All pro-rations hereinafter provided to be made as of the Closing shall each be made as of the end of the day before the Closing Date. In each such pro-ration set forth below, the portion thereof applicable to periods beginning as of Closing shall be credited or charged to Buyer and the portion thereof applicable to periods ending as of Closing shall be credited or charged to the applicable Seller.
(a) General ad valorem taxes for the current calendar year shall be pro-rated between the applicable Seller and Buyer; provided, that if the amount of such taxes has not been fixed, such pro-rationing shall be based upon the rate of levy for the previous calendar year and the most current assessed value at time of Closing.
(b) All rents and other sums due with respect to the Property earned and attributable to the period prior to the Closing Date shall be paid to Seller to the extent that the funds have been collected on or before the Closing Date. Rents and other sums due with respect to any Property earned and attributable to the period on and subsequent to the Closing Date shall be paid to Buyer.
