Proration Items. Inasmuch as Seller will be leasing the Property from Purchaser on and after the Effective Date, all customary and usual prorations, including for ad valorem real estate taxes, personal property taxes, assessments or special assessments, water, gas, electric or other utilities, shall be made for the account of Seller as seller under this Agreement or as the tenant under the lease being amended by Seller and Purchaser.
Proration Items. The following shall be apportioned and adjusted between the parties as of mid night of the day preceding the Closing Date ("Adjustment Date"):
(a) Real estate and other taxes, assessments and charges, and other municipal and state charges, license and permit fees, water and sewer rents and charges, if any, on the basis of the fiscal period for which assessed or charged;
(b) Water, electric, gas, steam and other utility charges for service furnished to the Properties;
(c) Fuel, if any, and all taxes thereon, on the basis of a reading taken as close as possible to the Adjustment Date;
(d) Base rents and any other rental payments (including, without limitation, any prepaid rent, percentage rent, escalation charges for real estate taxes and operating expenses, cost-of-living adjustments and parking rents) (the "Rents") paid or payable under the terms of any Lease for the month of closing;
(e) Any amounts paid or payable under Service Contracts being assigned to Buyer;
(f) All costs associated with telephone directory listings and any other prepaid advertising; and
(g) Any other customary adjustments made in connection with the sale of similar buildings. Seller will not assign to Buyer any of the hazard insurance policies affecting the Properties then in force. There will therefore be no proration of insurance costs at Closing. Except as may be otherwise provided herein, all other expenses which are attributable to the period prior to the Closing Date shall be the obligation of Seller and those which are attributable to the period from and after the Closing Date shall be the obligation of Buyer. For purposes of the foregoing apportionments and adjustments, the following procedures shall govern: (i) If the Closing Date shall occur before the real estate tax rate is fixed, the apportionment of such taxes shall be made upon the basis of the tax rate for the immediately preceding year, applied to the latest as sessed valuation;
Proration Items. Except as otherwise noted, in each such proration set forth below, the portion thereof allocable to periods beginning as of the Closing Proration Time shall be credited to Buyer, or charged to Buyer, as applicable, and the portion thereof allocable to periods ending as of the Closing Proration Time shall be credited to Seller, or charged to Seller, as applicable, all of which prorations shall be made at Closing or, in the case of allocations to be made after Closing, upon receipt of such payments or payment of such expenses. The following items shall be prorated between Buyer and Seller or credited to Buyer or Seller:
Proration Items. Water and sewer charges, municipal garbage and rubbish removal charges and real estate taxes shall be prorated as of the Closing Date. Real estate taxes shall be prorated for the calendar year in which the Closing Date occurs based upon all real estate taxes levied or estimated to be levied against the Property in the fiscal year of such taxing body.
Proration Items. (A) Real estate transfer taxes will be shared equally between Seller and Buyer; (B) real estate taxes will be prorated as of date of settlement; and (C) real estate taxes will be prorated on a calendar year basis for the calendar year of settlement based upon real estate taxes levied or estimated to be levied in that year by each taxing body without regard to the date of the levy or the fiscal year of the taxing body.
Proration Items. Inasmuch as TA Operating will be leasing the New Properties and the Legacy Properties from subsidiaries of HPT on and after the Effective Date and TA Operating has leased the COFO Properties from subsidiaries of HPT prior to the Effective Date, all customary and usual prorations, including for ad valorem real estate taxes, personal property taxes, assessments or special assessments, water, gas, electric or other utilities, shall be made for the account of TA Operating as a seller or a buyer under this Agreement or as the tenant under the lease previously entered into, or being entered into, by TA Operating and subsidiaries of HPT.
Proration Items. Except as otherwise noted below, in each such proration set forth below, the portion thereof allocable to periods beginning as of the Closing Proration Time shall be credited to Buyer, or charged to Buyer, as applicable, and the portion thereof allocable to periods ending as of the Closing Proration Time shall be credited to Seller, or charged to Seller, as applicable, all of which prorations shall be made at Closing or, in the case of allocations to be made after Closing, upon receipt of such payments or payment of such expenses.
Proration Items. The following items shall be prorated between Seller and Buyer as of the Proration Date.
Proration Items. The following items shall be prorated between Seller and Buyer as of the Proration Date, and prorations favoring Buyer, to the extent determinable as of the Proration Date, shall reduce the Purchase Price payable by Buyer at the Closing, and such prorations favoring Seller, to the extent determinable as of the Proration Date, shall increase the Purchase Price payable by Buyer at the Closing.
Proration Items. Cash due at the Closing shall be adjusted for all revenue and expenses of the Project, whereby the portion thereof allocable to periods beginning as of the Closing Date shall be credited to the Joint Venture, or charged to the Joint Venture, as applicable, and the portion thereof allocable to periods ending on the day before the Closing Date shall be credited to the Contributors, or charged to the Contributors, as applicable, all of which prorations shall be made on the Closing Date or, in the case of allocations to be made after the Closing Date as more particularly provided below, upon receipt of such payments or payment of such expenses. TRT and Contributors agree to cause their accountants to prepare a proration schedule (the “Proration Schedule”) of adjustments 10 Business Days prior to Closing. If there is a net amount due to the Joint Venture, the Contributors shall pay such amount directly to the Joint Venture on the Closing Date. If there is a net amount due to the Contributors, the Joint Venture shall pay such amount to the Contributors on the Closing Date. The following items shall be prorated between the Joint Venture and the Contributors or credited to the Joint Venture or the Contributors, and the provisions of this Section 7.1 shall survive Closing hereunder:
