Prorated Items. (a) The following items are to be computed and apportioned as of 11:59 p.m. (Irvine, California time) on the calendar day immediately preceding the Closing Date (such time on such date being referred to as the "Proration Date"):
Prorated Items. Rent; insurance, if assigned; fuel; association fees/dues; interest on any existing land contract, mortgage or lien assumed and/or to be paid by the Buyer will be adjusted to the date of closing of the sale.
Prorated Items. The following items (on an accrual basis) shall be prorated between the applicable Seller Parties and the Buyer with respect to each of the applicable Properties as of 12:00:01 a.m., local time, on the Closing Date:
Prorated Items. The following items will be prorated at the Closing: Not Applicable.
Prorated Items. When preparing the escrow closing statement for each Party, Escrow Agent shall prorate the following items between the Parties as of the date and time described below: (i) all ad valorem taxes and special taxes or assessments levied or assessed against the CSU Property; (ii) all utility costs and other expenses of operating the Real Property, if any; and (iii) all collected and uncollected rent and other income pursuant to the Leases in ef ect on the Closing Date. The taxes and assessments, if any, shall be prorated for the year of the Closing as of 11:59 p.m. on the day immediately preceding the Closing Date. If the Closing occurs before the tax rate or the assessed valuation is fixed for the then-current year, the prorating of ad valorem taxes shall be based upon the tax rate and the assessed valuation for the preceding tax year. The utility costs and other expenses of operating the Real Property shall be prorated for the month of the Closing as of 11:59 p.m. on the day immediately preceding the Closing Date, utilizing the most recently available meter reading or other reliable information that the Parties reasonably agree upon for purposes of apportioning such costs and expenses. The Parties agree to reasonably apportion applicable taxes and costs between them upon the Closing, consistent with the provisions of this Section 9.9. The Closing shall constitute the final reconciliation of all taxes and costs to be apportioned between the Parties with respect to the Real Property. The collected and uncollected rent and other income from Leases shall be prorated for the month of the Closing as of 11:59 p.m. on the day immediately preceding the Closing Date. CSU shall receive a credit in an amount equal to any security deposits held by the City pursuant to the Leases, which credit will be reflected on the closing statements. To the extent rents and other income from the CSU Property are received by the City or by CSU after the Closing but are for any period of time before the Closing Date, such rents and other income belong to the City and shall immediately be remitted to the City and CSU shall have no right to such income. To the extent rents and other income from the CSU Property are received by the City or by CSU after the Closing but are for any period of time on or after the Closing Date, such rents and other income belong to CSU and shall immediately be remitted to CSU and the City shall have no right to such income. Promptly after the Closing, the City ...
Prorated Items. The following prorations shall be made as of 12:01 a.m. on the day the Closing occurs on the basis of a 365-day year. At least five (5) business days prior to the Closing Date, Escrow Holder shall deliver to Seller and Buyer a tentative closing and proration schedule setting forth a preliminary determination of all closing costs described below and the following prorations:
Prorated Items. Any property taxes, other taxes, or other Excluded Liabilities that cannot be determined definitively as of the Closing Date, whether because the Company has not received property tax statements for the year in which the Closing occurs or otherwise (collectively, “Prorated Items”), will be paid by Sellers (who will bear responsibility for all property taxes, other taxes, and other Excluded Liabilities that have accrued to and including the Closing Date, and receive the benefit of all prepayments (including but not limited to insurance premiums) and revenue items that have accrued up to and including the Closing Date) and the Company (which will bear responsibility for all property taxes, other taxes, or other items that, but for the assumption thereof by Sellers, accrue after the Closing Date, and receive the benefit of all revenue items that have accrued after the Closing Date). With respect to such Prorated Items, on or promptly following the Closing Date, Sellers and Buyer, in good faith, will estimate the amount of any such Prorated Items that cannot be determined definitively as of the Closing Date (the “Closing Date Estimate of Prorated Items”), and Sellers will assume and pay such estimated Prorated Items if the Prorated Items are in favor of Buyer, and Buyer will pay such estimated Prorated Items if the Prorated Items are in favor of Sellers. If the completion of a definitive determination of such Prorated Items after the Closing Date results in the necessity for an adjustment, an adjustment will be made by Sellers and Buyers. If it is determined that, based on the Closing Date Estimate of Prorated Items, Sellers overpaid for such estimated Prorated Items, Buyer promptly will pay to Sellers the amount of such overpayment in cash, by wire transfer in accordance with the recipient’s instructions; but if it is determined that, based on the Closing Date Estimate of Prorated Items, Sellers underpaid for such estimated Prorated Items, Sellers promptly will pay to Buyer the amount of such underpayment in cash, by wire transfer in accordance with the recipient’s instructions. For purposes of making the definitive determination of the respective obligations of Buyer and Sellers with respect to the Prorated Items, within thirty (30) days following the date on which such definitive determination can be made, whether because of the receipt of the final property tax statement for the year in which the Closing occurs or otherwise, Buyer and Sellers, mutually and...
Prorated Items. For purposes of calculating the Initial Payment and the Final Payment, as appropriate, special assessments on the Real Estate and paid by the tenant under the Leases, rents payable under the Leases (including any amounts of additional rents, real and personal property taxes, insurance costs, CAM charges and estimates, and all other charges due under the Leases, based on the formula for payment contained in the Leases), utility payments, insurance premiums and similar expenses if required by the Leases, unless the Landlord under that Lease accepts Buyer’s replacement insurance, employment taxes relating to the employees, state or federal taxes collected but not remitted, workers compensation payments for employees, FDIC premiums and credits relating to the Deposits and any other expenses (provided that Buyer shall only be required to pay pro rated FDIC premiums when and to the extent Buyer is able to obtain credit for such premiums from the FDIC based on Buyer’s rate of assessment that it pays to the FDIC), accruals and payments relating to the Assets or the Deposits will be prorated as of the Effective Time. Seller will receive a proportionate monetary adjustment to the extent an item has been prepaid by Seller for a period extending beyond the Effective Time, and Buyer will receive a proportionate monetary adjustment to the extent that an item has been deferred by Seller to a time extending beyond the Effective Time. Any items, including credits for FDIC insurance premiums, which would appropriately be subject to proration but which cannot be prorated by the date the Final Payment is made will be prorated as soon as the requisite information is available and will be paid promptly by the appropriate party after this time. Any security deposit or other deposit paid under the Leases and assigned to the Buyer under the Leases shall be credited to Seller.
Prorated Items. As of the Close of Escrow, Escrow Holder shall prorate the following items on the basis of the actual number of days of the month which have elapsed as of the Closing Date and based upon a three hundred sixty-five (365)-day year:
Prorated Items. Except as otherwise provided for in this Agreement, all income and expense associated with the operation of the Business (including taxes, governmental assessments, utilities, and similar items that are customarily prorated among buyers and sellers), including rents prepaid by Seller under any lease, will be apportioned among the Parties as of the Closing Date, it being the Parties’ intent that the operation of the Business and the income and expenses attributable thereto up to (but not including) the Closing Date will be for the account of Seller and from and after the Closing Date will be for the account of Buyer. After the Closing, upon the reasonable request of either Party following the discovery of any errors, inaccuracies, or omissions in the prorations made at the Closing, such prorations will be “trued up” and corrected and the Parties will promptly make such payments to one another as are necessary to effectuate the intended Closing prorations described in this Section. Notwithstanding the foregoing, nothing in this Section will be deemed an assumption by Buyer of, or to impose any obligation on Buyer for, any liabilities, obligations, or expenses associated with the Business other than the Assumed Contracts.
