Common use of Prorated Items Clause in Contracts

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. Rents from Any property taxes, other taxes, or other Excluded Liabilities that cannot be determined definitively as of the Existing LeasesClosing Date, real 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 personal 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 taxes, other taxes, or other items that, but for the assumption thereof by Sellers, accrue after the Closing Date, and assessments 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 extent payable by Closing Date, Sellers and Buyer, in good faith, will estimate the Property Sellers or Facility Owners pursuant to amount of any such Prorated Items that cannot be determined definitively as of the Existing Leases Closing Date (the “TaxesClosing Date Estimate of Prorated Items”), and debt service (principal Sellers will assume and interest payments) 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 Existing LoansClosing Date Estimate of Prorated Items, utilities 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 other operating expenses Sellers with respect to the extent payable by Prorated Items, within thirty (30) days following the Property Sellers or Facility Owners pursuant to the Existing Leases and any other incomedate on which such definitive determination can be made, cost or expense to Property Seller or any Facility Owner (“Operating Expenses”) will be prorated as of midnight whether because of the day preceding Closing. Real and personal property taxes and assessments will be prorated on the basis receipt of the most recent final property 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 statement for the full year in which the Closing occurs or otherwise, Buyer and Sellers, mutually and in good faith, will make the determination; and within fifteen (15) days following the date of such determination, Buyer will pay to Sellers, in cash, the amount of any escrows overpayment made by Sellers, if that is the result of the determination, or other amounts on deposit Sellers will pay to the Buyer, in connection cash, the amount of any underpayment made by Sellers, if that is the result of the determination. In the event that Xxxxx and Sellers are unable to reach a mutually acceptable definitive determination with respect to the Prorated Items within the 30-day period contemplated by this Section 2.3(d), the parties will attempt to resolve their dispute in accordance 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 dispute resolution procedures set forth 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 ClosingSection 18.13.

Prorated Items. Rents from 2.5.1 At Closing, the Existing Leasesparties shall calculate the proration (as of the Effective Time) of: rents, CAM charges, utilities (if applicable), state, and local real and personal property taxes for the Restaurants, syrup refunds or rebates, other vendor rebates, and assessments other expenses or payables that relate to both pre‑Closing and post‑Closing periods with respect to the extent payable Assets, Assumed Liabilities, or the operation of the Business incurred in the Ordinary Course of Business, including but not limited to any payables with the providers of goods and services listed on Exhibit 2.5. In addition, Seller shall receive a credit at Closing for the amount of agreed upon food or beverage products ordered by the Property Sellers Seller on or Facility Owners pursuant prior to the Existing Leases (“Taxes”), Effective Time and debt service (principal and interest payments) on the Existing Loans, utilities and other operating expenses which are to be delivered to the extent Restaurants after the Effective Time. 2.5.2 The items that are prorated under Section 2.5.1 shall be payable by in 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, manner set forth below: (a) any Operating Expenses or other income and expense of operating and managing the Facilities paid or If a prorated amount is payable by Buyer, and determinable or estimable at the Existing Tenant pursuant Closing, it shall be added to the Existing Leases shall not be prorated between Purchaser and Seller but shall be prorated between Purchaser and Existing Tenant as contemplated amount payable by Buyer at the Landlord Direction and Operating Transfer Agreement; Closing. (b) If a prorated amount is payable by Buyer, and not determinable or estimable at the Closing, it shall be billed by Seller when determinable and paid by Buyer to Seller in addition immediately available funds, within five (5) business days after the date the amount is determined. (c) If a prorated amount is payable by Seller and determinable or estimable at the Closing, it shall be deducted from the amount otherwise payable by Buyer at the Closing. (d) If a prorated amount is payable by Seller and not determinable or estimable at the Closing, it shall be billed by Buyer when determinable and paid by Seller to Buyer in immediately available funds, within five (5) business days after the date the amount is determined. 2.5.3 Not later than ninety (90) days after the Closing Date (or such earlier period of time as such final proration amounts shall become available), Buyer shall prepare and deliver to Seller the underlying written documentation and final prorations schedule (“Final Prorations Schedule”) which shall set forth in reasonable detail any adjustments to the purchase priceparties’ closing estimates of those amounts as well as any other amounts that should have been properly prorated pursuant to Section 2.5.1, Purchaser shall pay the applicable Seller together with all supporting computations of such amounts in reasonable detail and written instructions for the full amount payment 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 Buyer or Seller, as the Facility Owners following case may be, as a result of the Closingadjustments set forth in the Final Prorations Schedule. The Final Prorations Schedule shall become final and binding upon the parties unless Seller object to any matter set forth therein within twenty (20) business days after delivery of the Final Prorations Schedule and all documentation necessary for Seller to confirm the accuracy of the Final Prorations Schedule. Buyer shall furnish or cause to be furnished to Seller such work papers and other documents and information relating to determination of the Final Prorations Schedule as the Seller reasonably required to determine the validity of the Final Prorations Schedule. Subject to any timely disputes made pursuant to the previous provisions, any payment required to be made as a result of the Final Prorations Schedule shall be made by wire transfer of immediately available funds to a bank account designated by Buyer or Seller, as the case may be, within three (3) business days after the date the Final Prorations Schedule becomes final and binding on the parties. In the event Seller object to the Final Prorations Schedule, and if Seller and Buyer fail to resolve the issues outstanding with respect to the Final Prorations Schedule within thirty (30) days of Buyer's receipt of Seller’ objection notice, Seller and Buyer shall submit the issues remaining in dispute to an independent public accountant agreed to by the Buyer and Seller, if one cannot be agreed upon then the independent firm shall be Wolff & Xxxxxr, X.X., St. Louis, MO office (the "Independent Accountants") for resolution. If issues are submitted to the Independent Accountants for resolution, (i) Seller and Buyer shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Buyer within sixty (60) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Final Prorations Schedule; and (ciii) except as provided in the foregoing subsection Seller and Buyer will each bear fifty percent (b), all cash in all accounts of Property Sellers and Facility Owners as of midnight 50%) of the day before the Closing Date shall not be prorated, shall remain the property fees and costs of the applicable Property Sellers and Facility Owners and shall be distributed to the Property Sellers and Facility Owners before or after ClosingIndependent Accountants for such determination.

Prorated Items. Rents from The following prorations shall be made as of 12:01 a.m. on the Existing Leasesday the Closing occurs on the basis of a 365-day year. At least five (5) business days prior to the Closing Date, real Escrow Holder shall deliver to Seller and personal property taxes Buyer a tentative closing and assessments proration schedule setting forth a preliminary determination of all closing costs described below and the following prorations: 27 (a) Rentals, prepaid rentals and prepaid payments for each Owned and Leased Property, and such payments on any approved sublease of a Leased Property, together with any and all accrued interest thereon (collectively, "Rent") shall be prorated on the basis that Buyer shall receive a credit for all Rent which Seller has actually received before the Closing which is allocable to the period after the Closing. Buyer shall be obligated to use reasonable efforts to pursue for the benefit of Seller the collection of Rent not received as of the Closing which is allocable to the period prior to the Closing. Buyer shall also cooperate with Seller in Seller's efforts to collect such Rent. Seller shall be entitled to any such Rent collected after the Closing if and when received by either Buyer or Seller to the extent payable such payment specifically indicates that it is for a period prior to Closing; provided, however, as to Rent from self-pay private pay patients and residents only, whether or not designated as for a period prior to Closing, Buyer shall first be entitled to apply such rent to any post-closing current or delinquent Rent of such patients or residents and to deduct therefrom any reasonable third-party costs incurred by the Buyer in collection thereof. (b) Rents owing by Seller under any Lease Agreement for a Leased 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 shall be prorated as of midnight the Closing Date; provided however, rent owed by Seller for the Leased Property known as Willow Glen Xxxxx xxxl be prorated on the basis of a rent statement mutually approved by Buyer and Seller. (c) All Medicare reimbursements, payor reimbursements, provider payments and other accounts receivable relating to the period prior to the Closing shall belong to Seller. Buyer shall assist Seller in the billing and collection of such reimbursements, payments and receivables, and shall promptly remit to Seller any funds collected or received for the account of Seller including a copy of the day preceding Closingremittance advice, if any. Such assistance shall include, if necessary, providing copies of records requested by governmental agencies or other payors and meeting with such agencies and payors. Seller shall reimburse Buyer for any reasonable third party costs incurred by Buyer in connection with providing such assistance. (d) Real and personal property estate taxes and assessments will shall be prorated as of the Closing on the basis of the most recent tax statements available statement for each Owned and Leased Property. (e) All utility charges, costs of maintenance, and other items of expense for each Owned and Leased Property shall be prorated as of the Closing on the basis of schedules prepared by Seller for that purpose and reasonably approved by Buyer, with post-closing adjustments made between Seller and Buyer by cash payment upon demand to the party entitled thereto. (f) The management fee under the Management Agreement for each Managed Property shall be prorated as of the Closing. Notwithstanding . (g) For purposes of calculating prorations under this Section 7.2, except as otherwise set forth herein, all items of income and expenses for the foregoingperiod prior to the Closing Date will be for the account of Seller, (a) any Operating Expenses or other and all items of 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 period 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 after the Closing Date shall not will be prorated, shall remain for the property account of Buyer. (h) All other items customarily prorated as of the applicable Property Sellers and Facility Owners and Closing Date in similar transactions shall be distributed to calculated by Escrow Holder on the Property Sellers basis of information obtained by Escrow Holder or provided by Seller or Buyer at the request of Escrow Holder, in accordance with Escrow Holder's normal policies and Facility Owners before or after Closingpractices.

Prorated Items. Rents 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: (a) Rentals, prepaid rentals and prepaid payments for each Property, together with any and all accrued interest thereon (collectively, "Rent") shall be prorated on the basis that Buyer shall receive a credit for all Rent which Seller has actually received before the Closing which is allocable to the period after the Closing. Buyer shall be obligated to use reasonable efforts to pursue for the benefit of Seller the collection of Rent not received as of the Closing which is allocable to the period prior to the Closing. Buyer shall also cooperate with Seller in Seller's efforts to collect such Rent. Seller shall be entitled to any such Rent collected after the Closing if and when received by either Buyer or Seller to the extent such payment specifically indicates that it is for a period prior to Closing; provided, however, as to Rent from the Existing Leasesself-pay private pay patients and residents only, real whether or not designated as for a period prior to Closing, Buyer shall first be entitled to apply such rent to any post-closing current or delinquent Rent of such patients or residents and personal property to deduct therefrom any reasonable third-party costs incurred by Buyer in collection thereof. (b) Real estate 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 shall be prorated as of midnight of the day preceding Closing. Real and personal property taxes and assessments will be prorated Closing on the basis of the most recent tax statements available statement for each . (c) All utility charges, costs of maintenance, and other items of expense for each Property shall be prorated as of Closing. Notwithstanding the foregoingClosing on the basis of schedules prepared by Seller for that purpose and reasonably approved by Buyer, with post-closing adjustments made between Seller and Buyer by cash payment upon demand to the party entitled thereto. (ad) any Operating Expenses or other For purposes of calculating prorations under this Section 7.2, except as otherwise set forth herein, all items of income and expenses for the period prior to the Closing Date will be for the account of Seller, and all items of 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 period 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 after the Closing Date shall not will be prorated, shall remain for the property account of Buyer. (e) All other items customarily prorated as of the applicable Property Sellers and Facility Owners and Closing Date in similar transactions shall be distributed to calculated by Escrow Holder on the Property Sellers basis of information obtained by Escrow Holder or provided by Seller or Buyer at the request of Escrow Holder, in accordance with Escrow Holder's normal policies and Facility Owners before or after Closingpractices.

Prorated Items. Rents 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: (a) Rentals, prepaid rentals and prepaid payments for the Property, together with any and all accrued interest thereon (collectively, "Rent") shall be prorated on the basis that Buyer shall receive a credit for all Rent which Seller has actually received before the Closing which is allocable to the period after the Closing. Buyer shall be obligated to use reasonable efforts to pursue for the benefit of Seller the collection of Rent not received as of the Closing which is allocable to the period prior to the Closing. Buyer shall also cooperate with Seller in Seller's efforts to collect such Rent. Seller shall be entitled to any such Rent collected after the Closing if and when received by either Buyer or Seller to the extent such payment specifically indicates that it is for a period prior to Closing; provided, however, as to Rent from the Existing Leasesself-pay private pay patients and residents only, real whether or not designated as for a period prior to Closing, Buyer shall first be entitled to apply such rent to any post-closing current or delinquent Rent of such patients or residents and personal property to deduct therefrom any reasonable third-party costs incurred by Buyer in collection thereof. (b) Real estate 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 shall be prorated as of midnight of the day preceding Closing. Real and personal property taxes and assessments will be prorated Closing on the basis of the most recent tax statements available statement for the Property. (c) All utility charges, costs of maintenance, and other items of expense for the Property shall be prorated as of Closing. Notwithstanding the foregoingClosing on the basis of schedules prepared by Seller for that purpose and reasonably approved by Buyer, with post-closing adjustments made between Seller and Buyer by cash payment upon demand to the party entitled thereto. (ad) any Operating Expenses or other For purposes of calculating prorations under this Section 7.2, except as otherwise set forth herein, all items of income and expenses for the period prior to the Closing Date will be for the account of Seller, and all items of 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 period 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 after the Closing Date shall not will be prorated, shall remain for the property account of Buyer. (e) All other items customarily prorated as of the applicable Property Sellers and Facility Owners and Closing Date in similar transactions shall be distributed to calculated by Escrow Holder on the Property Sellers basis of information obtained by Escrow Holder or provided by Seller or Buyer at the request of Escrow Holder, in accordance with Escrow Holder's normal policies and Facility Owners before or after Closingpractices.