Pro-rations and Adjustments. (a) All income and expenses of the Existing Line Property shall be apportioned as of 12:01 a.m., on the day of the Closing, as if Developer were vested with title thereto during the entire day upon which Closing occurs. Such prorated items shall include, without limitation, the following: (i) taxes and assessments levied against the Existing Line Property; and (ii) fees, rents, deposits, or other amounts, if any, held by or due Company in connection with any licenses, permits, easements, or other agreements related to the Existing Line Property that are transferred to Developer; (b) Notwithstanding anything contained in the subsection (a) above, except as otherwise provided herein, any revenue or expense amount which cannot be ascertained with certainty as of Closing shall be prorated on the basis of the parties’ reasonable estimates of such amount, and shall be the subject of a final proration as soon thereafter as the precise amounts can be ascertained. Each party shall promptly notify the other when it becomes aware that any such estimated amount has been ascertained. Such final adjustment (the “Final Closing Adjustment”) shall be determined as part of the reconciliation process set forth in the Agreement.
Appears in 5 contracts
Samples: Cost Reimbursement Agreement, Cost Reimbursement Agreement, Cost Reimbursement Agreement
Pro-rations and Adjustments. (a) All income and expenses of the Existing Line Property shall be apportioned as of 12:01 a.m., on the day of the Closing, as if Developer were vested with title thereto during the entire day upon which Closing occurs. Such prorated items shall include, without limitation, the following: :
(i) taxes and assessments levied against the Existing Line Property; and (ii) fees, rents, deposits, or other amounts, if any, held by or due Company in connection with any licenses, permits, easements, or other agreements related to the Existing Line Property that are transferred to Developer;
(b) Notwithstanding anything contained in the subsection (a) above, except as otherwise provided herein, any revenue or expense amount which cannot be ascertained with certainty as of Closing shall be prorated on the basis of the parties’ reasonable estimates of such amount, and shall be the subject of a final proration as soon thereafter as the precise amounts can be ascertained. Each party shall promptly notify the other when it becomes aware that any such estimated amount has been ascertained. Such final adjustment (the “Final Closing Adjustment”) shall be determined as part of the reconciliation process set forth in the Agreement.
Appears in 2 contracts
Samples: Cost Reimbursement Agreement, Cost Reimbursement Agreement
