Common use of Prorated Items Clause in Contracts

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. (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) rents collected from Tenants; (ii) amounts paid by the Tenants for the calendar year 2004 as reimbursements to Seller for amounts (other than rent) required to be paid by the Tenants under the Leases; (iii) 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; (iiiv) other than the Commission Obligations and Lease Expenses assumed by Purchaser pursuant to Section 6.7(a), payments under all contracts, permits and licenses that are assigned to Purchaser; (iiiv) 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; (ivvi) personal property taxes for the Personal Property transferred to Purchaser pursuant to this Agreement; (vii) any common area assessments and charges relating to the Real Property; and (vviii) 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 for which Purchaser shall have the obligation pursuant to Section 6.7(b), and which have been paid by Seller prior to the Closing Date, shall be reimbursed by Purchaser to Seller at Closing. All amounts payable for services performed or materials furnished with respect to the Property or on or after the Closing Date shall be paid by Purchaser. (c) Seller is entitled to retain or to receive all amounts received by Seller or Purchaser for any Tenant work performed by Seller through the Proration Date, and any such amounts received by Purchaser shall be promptly paid by Purchaser to Seller. (d) 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. (de) 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. (ef) 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. (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 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. (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) rents collected from Tenants; (ii) amounts paid by the Tenants for the calendar year 2004 as reimbursements to Seller for amounts (other than rent) required to be paid by the Tenants under the Leases; (iii) 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; (iiiv) other than the Commission Obligations and Lease Expenses assumed by Purchaser pursuant to Section 6.7(a), payments under all contracts, permits and licenses that are assigned to Purchaser; (iiiv) 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; (ivvi) any common area assessments and charges relating to the Real Property; and (vvii) all other expenses relating to the ownership and operation of the Property, including without limitation Purchaser's obligations under Section 6.7(b). (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 for which Purchaser shall have the obligation pursuant to Section 6.7(b), and which have been paid by Seller prior to tie Closing Date, shall be reimbursed by Purchaser to Seller at Closing. All amounts payable for services performed or materials furnished with respect to the Property or on or after the Closing Date shall be paid by Purchaser. (c) Seller is entitled to retain or to receive all amounts received by Seller or Purchaser for any Tenant work performed by Seller through the Proration Date, and any such amounts received by Purchaser shall be promptly paid by Purchaser to Seller. (d) 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. (de) 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. (ef) 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. (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) personal property taxes for the Personal Property transferred to Purchaser pursuant to this Agreement; (v) any common area assessments and charges relating to the Real Property; and (vvi) all other expenses relating to the ownership and operation of the Property.. 28 (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. Revenues and expenses shall be prorated as follows: (a) The following items are to be computed and apportioned as Any rental or other income 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 Properties which is payable for periods 30 days or less prior to the Closing Date; (ii) payments under all contractsDate but which, 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 as of the Property. Closing Date, has not been received by the Company, shall be credited and distributed, post closing, among the members of the Company in accordance with the terms of the LLC Agreement and pursuant to Sections 5.2.2 and 5.2.3 above; provided, however, that such rental or other income if it is due from tenants or other parties who also owe the Company amounts for periods more than thirty (b30) Subject to the provisions of Section 6.7(b), all amounts payable for services performed or materials furnished with respect to the Property days prior to the Closing Date shall be paid by Seller become property of Buyer if and when such funds are collected. Any rental or other income of the Properties which is payable for periods more than thirty (without regard 30) days prior to when the invoice is received and without regard to whether Closing Date but which, as of the invoice is date of the Final Closing Statement as described in Section 5.2.3 above, have not been received by Seller the Company shall not be credited to or Purchaser). All amounts payable for services performed or materials furnished distributed among the members of the Company in accordance with respect the terms of the LLC Agreement, but shall be credited to the Property interest of the Buyer if and when such is collected. Any rental or other income of the Properties previously collected by the Company which represents payments attributable to the use of part or all of the Properties on or after the Closing Date shall be credited to Buyer. (b) Real estate taxes and assessments shall be prorated as of the Closing (estimated on the basis of the most recent tax statement for the Properties), paid by Purchaserthe Company and allocated among the Members in accordance with their Percentage Interests. Real estate tax refunds received prior to Closing shall be allocated among the Members in accordance with their Percentage Interests. Real estate tax refunds settled with the taxing authority(ies) for the Bethpage and Hempstead Properties for periods prior to the Closing Date but which have not been received by the Company as of the Closing Date (the parties hereto acknowledge and agree that there is an agreed settlement on Bethpage for $629,000) shall be credited to Buyer and Seller in accordance with their original Membership Interests in the Company (80% to Seller and 20% to Buyer), net of expenses incurred in connection therewith. Any real estate tax refunds for the Hempstead and Great Neck Properties for periods prior to the Closing Date but which are received by the Company by December 1, 2005 shall be paid to Buyer and Seller in accordance with their original Membership Interests (80% to Seller and 20% to Buyer), in the Company, net of expenses incurred in connection therewith within ten (10) days of the date of their receipt. If the tax refund for the Hempstead Property is settled prior to the Closing Date, and credited as set forth above, the Company and Buyer shall have no further obligation to credit or distribute tax refunds for any of the other Properties to the Seller following the Closing Date. Buyer agrees to pursue settlements and to prosecute all tax certiorari claims with all diligence in an effort to receive all such refunds as soon as practicable. (c) The proration All rental payments made by the Company under any ground leases for any of real estate taxes the Properties 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 prorated as of the taxes for the 2004/2005 Tax Year through the Proration Closing 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 Utility charges and other items of expenses for the Closing Date pursuant to this Section 8.10 Properties 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 prorated as of the DeedClosing.

Prorated Items. All items of income and expense for the Property, including, without limitation, real property taxes and assessments on the Property, rents due from tenants under leases with respect to the Property, Loan interest, proceeds of business interruption and/or rent loss insurance, and operating expenses and/or taxes payable by tenants under leases with respect to the Property, utility service charges for electricity, heat, gas and other utility charges, grounds and parking lot maintenance charges, taxes (aother than real estate taxes), other expenses incurred in operating the Property that the Company or the Owner customarily pays, and any other costs incurred in the ordinary course of business or the management and operation of the Property (“Prorated Items”) The following items are with respect to the periods beginning before and ending after the Closing Date, shall be computed prorated between Seller and apportioned Buyer as of 11:59 p.m. (Irvine, California time) P.M. on the calendar day immediately preceding the Closing Date, based on the number of days of such period up to but excluding the Closing Date (which shall be for the account of Seller) and the number of days of such time on such date being referred to as the "Proration Date"): (i) water period from and sewer rents, fuel and electric charges as per meter readings taken not more than ten (10) calendar days prior to after the Closing Date; Date (ii) payments under all contracts, permits and licenses that are assigned to Purchaser; (iii) real estate taxes and any assessments which shall be for the property tax year which will commence on July 1account of Buyer), 2004 and end on June 30, 2005 (upon 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 Closing of the Property. purchase and sale of the Interest contemplated hereunder, _________ percent (b_____%) Subject of the net amount thereof shall be added to the provisions of Section 6.7(b(if such net amount is in Seller’s favor) or deducted from (if such net amount is in Buyer’s favor), all amounts payable for services performed or materials furnished with respect to the Property prior to Purchase Price. If the Closing Date shall occur before the actual amount of Prorated Items for the month (or other relevant period) in which the Closing Date occurs are determined, the apportionment of such Prorated Items shall be paid upon the basis of a good faith estimate by Buyer and Seller of such Prorated Items for such month (without regard or other relevant period) based on the latest available bills, invoices, real property tax assessments and other reasonably detailed documentation, all of which shall be provided to when Buyer, and shall be reconciled within ___________ (__) days following the invoice Closing Date. It is received and without regard to whether hereby acknowledged for the invoice is received by Seller avoidance of doubt that if any rents or Purchaser). All amounts payable for services performed or materials furnished with respect similar payments due to the Property on Company or the Owner are outstanding or remain unpaid at the Closing Date, all such sums received or collected after the Closing Date (net of reasonable attorneys’ fees, costs and expenses of collection thereof) shall be immediately paid to the Company or the Owner, and thereafter _________ percent (_____%) thereof shall be retained by the Company or the Owner and _________ percent (_____%) thereof shall be applied and prorated in the following order of priority: (a) first to the month in which the Closing occurs (to be prorated between Seller and Buyer within such month as provided above); (b) then to any month or months following the month in which the Closing occurred and for which any rents or similar payments have not been received (which shall be for the account of Buyer); and (c) then to the period prior to the month in which the Closing to the extent any such rents or similar payments have not been received for such period (which shall be for the account of Seller). Upon the completion of any post-Closing reconciliation of Prorated Items, _________ percent (_____%) of the net amount of the as-reconciled Prorated Items shall be paid by Purchaser. Buyer to Seller (cif such net amount is in Seller’s favor) The proration of real estate taxes or paid by Seller to Buyer (if such net amount is in Buyer’s favor). Any such amounts shall be based on paid in a lump sum payment by 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 party owing such amounts to the applicable party at its address set forth in to which such amounts are owed within ___________ (__) days following the reconciliation thereof. This Section 13.1. (e) The obligations of Seller and Purchaser under this Section 8.10 which are performable after the Closing Date 10 shall survive the Closing and the delivery of the Deedfor ___________ (__) months.