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"):
(i) water and sewer rents, fuel and electric charges as per meter readings taken not more than ten (10) calendar days prior to the Closing Date;
(ii) payments under all contracts, permits and licenses that are assigned to Purchaser;
(iii) real estate taxes and any assessments for the property tax year which will commence on July 1, 2004 and end on June 30, 2005 (the "2004/2005 Tax Year") and which are not yet delinquent;
(iv) any common area assessments and charges relating to the Real Property; and
(v) all other expenses relating to the ownership and operation of the Property.
(b) Subject to the provisions of Section 6.7(b), all amounts payable for services performed or materials furnished with respect to the Property prior to the Closing Date shall be paid by Seller (without regard to when the invoice is received and without regard to whether the invoice is received by Seller or Purchaser). All amounts payable for services performed or materials furnished with respect to the Property on or after the Closing Date shall be paid by Purchaser.
(c) The proration of real estate taxes shall be based on the tax statements, if available, for the Property for the 2004/2005 Tax Year. Seller shall pay to Purchaser, in cash (or by credit on Purchaser's closing statement) at the Closing, Seller's pro rata portion of the taxes for the 2004/2005 Tax Year through the Proration Date; provided, however, if at or prior to Closing, Seller has paid the first installment of the 2004/2005 Tax Year real estate taxes, then Purchaser shall pay to Seller, in cash at the Closing, Purchaser's pro rata portion of the taxes for the 2004/2005 Tax Year for the period from the Proration Date through December 31, 2004.
(d) Payments after the Closing Date pursuant to this Section 8.10 shall be made in cash to the applicable party at its address set forth in Section 13.1.
(e) The obligations of Seller and Purchaser under this Section 8.10 which are performable after the Closing Date shall survive the Closing and the delivery of the Deed.
Prorated Items. Rents from the Existing Leases, real and personal property taxes and assessments to the extent payable by the Property Sellers or Facility Owners pursuant to the Existing Leases (“Taxes”), and debt service (principal and interest payments) on the Existing Loans, utilities and other operating expenses to the extent payable by the Property Sellers or Facility Owners pursuant to the Existing Leases and any other income, cost or expense to Property Seller or any Facility Owner (“Operating Expenses”) will be prorated as of midnight of the day preceding Closing. Real and personal property taxes and assessments will be prorated on the basis of the most recent tax statements available as of Closing. Notwithstanding the foregoing, (a) any Operating Expenses or other income and expense of operating and managing the Facilities paid or payable by the Existing Tenant pursuant to the Existing Leases shall not be prorated between Purchaser and Seller but shall be prorated between Purchaser and Existing Tenant as contemplated by the Landlord Direction and Operating Transfer Agreement; (b) in addition to the purchase price, Purchaser shall pay the applicable Seller for the full amount of any escrows or other amounts on deposit in connection with the Existing Loans assumed at Closing which escrows or other amounts will be held for the benefit of Purchaser or the Facility Owners following the Closing; and (c) except as provided in the foregoing subsection (b), all cash in all accounts of Property Sellers and Facility Owners as of midnight of the day before the Closing Date shall not be prorated, shall remain the property of the applicable Property Sellers and Facility Owners and shall be distributed to the Property Sellers and Facility Owners before or after Closing.
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 will be prorated at the Closing:
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. As of Closing, the following items shall be prorated between Buyer and Seller: (i) taxes and water assessments using the last assessments available prior to Closing; (ii) insurance premiums for insurance purchased by Seller and retained by Buyer; (iii) interest and reserves on liens, encumbrances, and obligations, if any, expressly assumed in writing by Buyer; and (iv) utilities.
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 e fect 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. 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.
Prorated Items. The following items shall be prorated between Seller and Buyer as of 12:00:01 a.m., local time, on the Closing Date:
Prorated Items. The following items will be apportioned between the Lender and the Borrower as of 11:59 pm on February 28, 2001, based upon the period(s) for which the item is allocable, regardless of when actually paid or payable:
