Common use of Proration Items Clause in Contracts

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. The (a) At the Closing, the following adjustments and prorations shall be apportioned and adjusted between the parties computed as of mid night of the day preceding 12:01 a.m. (local time at each Property) on the Closing Date ("Adjustment Date"): (a) Real estate “Apportionment Time”). All items of revenue, cost 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 expense 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 respect to the period prior to the Apportionment Time shall be for the account of Seller. All revenues attributable to guests of the Hotels for the night prior to the Closing Date shall be for the obligation account of Seller Seller. All items of revenue, cost and those which are attributable expense of such Property with respect to the period from and after the Closing Date Apportionment Time shall be for the obligation account of Buyer or its designee. All adjustments and prorations shall be on an accrual basis in accordance with generally accepted accounting principles. Seller or its designee shall be entitled to receive any refunds of any taxes (real, personal or sales) for any periods prior to Closing, regardless of when received. (b) At the Closing, a fair and reasonable estimated accounting of all adjustments and prorations shall be performed and agreed to by Seller and Buyer. For purposes of Subsequent final adjustments and payments (the foregoing apportionments and adjustments, the following procedures “True-up”) shall govern: (i) If be made in cash or other immediately available funds as soon as practicable after the Closing Date for the Property based upon an accounting performed by the Seller and acceptable to Buyer. In the event the parties have not agreed with respect to the adjustments required to be made pursuant to this Paragraph 7.1 upon application by any such party, a certified public accountant reasonably acceptable to the parties hereto shall occur before determine any such adjustments which have not theretofore been agreed to by the real estate tax rate is fixed, the apportionment of parties hereto. The charges for such taxes accountant shall be borne equally by the parties to such disputed adjustment. All adjustments to be made upon the basis as a result of the tax rate for final results of the immediately preceding year, applied True-up shall be allocated as set forth above to the latest as sessed valuation;party entitled to such adjustment within thirty (30) days after the final determination thereof. The provisions of Paragraph 7 shall survive the Closing. Notwithstanding anything contained herein to the contrary, any amounts owed to Seller under this Paragraph 7 shall not be paid to Seller. Rather all such amounts shall be credited to Manager’s contribution to Initial Working Capital under the Management Agreement.

Proration Items. The following shall be apportioned and adjusted between the parties as of mid night midnight 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 PropertiesProperty; (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 Property 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 assessed valuation; (ii) If there are water meters on the Property, Seller shall furnish meter readings to a date not more than thirty days prior to the Adjustment Date; and the unfixed meter charges for the intervening time to the Adjustment Date shall be apportioned on the basis of such meter readings, and any such meter charges for the period subsequent to the Adjustment Date shall be paid by Buyer; (iii) The apportionment of utility charges shall be made upon the basis of charges shown on the latest available bills for such utilities. The charges shown on such available bills for periods prior to the Adjustment Date shall be paid by Seller, and for the period from the date of each such last available utility xxxx to the Adjustment Date an apportionment shall be made based on the amount charged for the period covered by such last available xxxx; (iv) All taxes, water and sewer charges and assessments for public improvements which are liens upon the Property as of the Closing Date, will be allowed to Buyer as a credit against the Purchase Price, subject to apportionment as herein provided, and the existence of any such lien shall not constitute an objection to title; (v) If any tenants are required to pay Rents which are collected by Buyer within sixty (60) days after the Closing Date and which are attributable in whole or in part to any period prior to the Closing Date, Buyer shall promptly pay to Seller, Seller's proportionate share thereof; (vi) If any tenants are required to pay Rents which are collected by Seller within sixty (60) days after the Closing Date and which are attributable in whole or in part to any period after the Closing Date, Seller shall promptly pay to Buyer, Buyer's proportionate share thereof; (vii) If any tenant is in arrears in the payment of Rents on the Closing Date, Rents received from such tenant after the Closing Date shall be applied in the following order of priority: (a) first to any months preceding the month in which the Closing occurred; (b) then to the month in which the Closing occurred; and (c) then to any months following the month in which the Closing occurred. If Rents or any portion thereof are received by Seller or Buyer during the period which is sixty (60) days after the Closing Date and are payable to the other party by reason of this allocation, the appropriate sum shall be promptly paid to the other party. The obligations of Buyer and Seller pursuant to this Section 11(vii) and the two immediately preceding Sections shall survive the Closing for a period of ninety(90) days after the Closing Date, during which period Buyer and Seller shall agree on a reconciliation of the prorations described herein. Except as expressly provided, the provisions of this Section 11 shall survive the Closing.

Proration Items. The (a) At the Closing, the following adjustments and prorations shall be apportioned and adjusted between the parties computed as of mid night of the day preceding 12:01 a.m. (local time at each Property) on the Closing Date ("Adjustment DateApportionment Time"): (a) Real estate ). All items of revenue, cost 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 expense 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 respect to the period prior to the Apportionment Time shall be for the account of Seller. All revenues attributable to guests of the Hotels for the night prior to the Closing Date shall be for the obligation account of Seller Seller. All items of revenue, cost and those which are attributable expense of such Property with respect to the period from and after the Closing Date Apportionment Time shall be for the obligation account of Buyer or its designee. All adjustments and prorations shall be on an accrual basis in accordance with generally accepted accounting principles. Seller or its designee shall be entitled to receive any refunds of any taxes (real, personal or sales) for any periods prior to Closing, regardless of when received. (b) At the Closing, a fair and reasonable estimated accounting of all adjustments and prorations shall be performed and agreed to by Seller and Buyer. For purposes of Subsequent final adjustments and payments (the foregoing apportionments and adjustments, the following procedures "True-up") shall govern: (i) If be made in cash or other immediately available funds as soon as practicable after the Closing Date for the Property based upon an accounting performed by the Seller and acceptable to Buyer. In the event the parties have not agreed with respect to the adjustments required to be made pursuant to this Paragraph 7.1 upon application by any such party, a certified public accountant reasonably acceptable to the parties hereto shall occur before determine any such adjustments which have not theretofore been agreed to by the real estate tax rate is fixed, the apportionment of parties hereto. The charges for such taxes accountant shall be borne equally by the parties to such disputed adjustment. All adjustments to be made upon the basis as a result of the tax rate for final results of the immediately preceding year, applied True-up shall be allocated as set forth above to the latest as sessed valuation;party entitled to such adjustment within thirty (30) days after the final determination thereof. The provisions of Paragraph 7 shall survive the Closing. Notwithstanding anything contained herein to the contrary, any amounts owed to Seller under this Paragraph 7 shall not be paid to Seller. Rather all such amounts shall be credited to Manager's contribution to Initial Working Capital under the Management Agreement.

Proration Items. The following shall be apportioned and adjusted between the parties as of mid night 5:00 pm, New York City time of the day preceding the Closing Date ("the 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 gas and other utility charges for service furnished to the PropertiesProperty; (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") ), actually paid or payable under the terms of any Lease for the month of closing; (ed) Any amounts paid to Seller or payable by Seller under Service Contracts which are accepted by Buyer and are being assigned to Buyer; (fe) All costs associated with telephone directory listings and any other prepaid advertising; andadvertising which are accepted by Buyer with respect to the Property; (gf) Any other customary adjustments made in connection with the sale of similar buildingsproperties; and (g) Refundable security deposits from current tenants as of the Closing Date. Seller will not assign to Buyer any of the hazard insurance policies affecting the Properties Property 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 assessed valuation; (ii) If there are water meters on the Property, Seller shall furnish meter readings to a date not more than twenty (20) days prior to the Adjustment Date; and the unfixed meter charges for the intervening time to the Adjustment Date shall be apportioned on the basis of such meter readings, and any such meter charges for the period subsequent to the Adjustment Date shall be paid by Buyer; (iii) The apportionment of utility charges shall be made upon the basis of charges shown on the latest available bills for such utilities. The charges shown on such available bills for periods prior to the Adjustment Date shall be paid by Seller, and for the period from the date of each such last available utility xxxx to the Adjustment Date an apportionment shall be made based on the amount charged for the period covered by such last available xxxx; (iv) All taxes, water and sewer charges and current installments for assessments for public improvements which are liens upon the Property as of the Closing Date, will be allowed to Buyer as a credit against the Purchase Price, subject to apportionment as herein provided, and the existence of any such lien shall not constitute an objection to title; (v) If any tenants pay Rents collected by Buyer after the Closing Date which are attributable in whole or in part to any period prior to the Closing Date, Buyer shall promptly pay to Seller, Seller's proportionate share thereof; (vi) If any tenants pay Rents collected by Seller which are attributable in whole or in part to any period after the Closing Date, Seller shall promptly pay to Buyer, Buyer's proportionate share thereof; (vii) If any tenant is in arrears in the payment of Rents on the Closing Date, Rents received from such tenant after the Closing Date shall be applied in the following order of priority: (a) first to pay any rents then due and owing for any period subsequent to the Closing Date and (b) then to pay any rent owning for any period prior to the Closing Date. If Rents or any portion thereof are received by Seller or Buyer after the Closing Date and are payable to the other party by reason of this allocation, the appropriate sum shall be promptly paid to the other party. The obligations of Buyer and Seller pursuant to this Section 10(vii) and the two immediately preceding Sections shall survive the Closing for a period of one hundred eighty (180) days after the Closing Date, during which period Buyer and Seller shall agree on a reconciliation of the prorations described herein. Except as expressly provided, the provisions of this Section 10 shall survive the Closing.

Proration Items. The (a) At the Closing, the following adjustments and prorations shall be apportioned and adjusted between the parties computed as of mid night of the day preceding 12:01 a.m. (local time at each Property) on the Closing Date ("Adjustment DateAPPORTIONMENT TIME"): (a) Real estate ). All items of revenue, cost 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 expense 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 respect to the period prior to the Apportionment Time shall be for the account of Seller. All revenues attributable to guests of the Hotels for the night prior to the Closing Date shall be for the obligation account of Seller Seller. All items of revenue, cost and those which are attributable expense of such Property with respect to the period from and after the Closing Date Apportionment Time shall be for the obligation account of Buyer or its designee. All adjustments and prorations shall be on an accrual basis in accordance with generally accepted accounting principles. Seller or its designee shall be entitled to receive any refunds of any taxes (real, personal or sales) for any periods prior to Closing, regardless of when received. (b) At the Closing, a fair and reasonable estimated accounting of all adjustments and prorations shall be performed and agreed to by Seller and Buyer. For purposes of Subsequent final adjustments and payments (the foregoing apportionments and adjustments, the following procedures "TRUE-UP") shall govern: (i) If be made in cash or other immediately available funds as soon as practicable after the Closing Date for the Property based upon an accounting performed by the Seller and acceptable to Buyer. In the event the parties have not agreed with respect to the adjustments required to be made pursuant to this Paragraph 7.1 upon application by any such party, a certified public accountant reasonably acceptable to the parties hereto shall occur before determine any such adjustments which have not theretofore been agreed to by the real estate tax rate is fixed, the apportionment of parties hereto. The charges for such taxes accountant shall be borne equally by the parties to such disputed adjustment. All adjustments to be made upon the basis as a result of the tax rate for final results of the immediately preceding year, applied True-up shall be allocated as set forth above to the latest as sessed valuation;party entitled to such adjustment within thirty (30) days after the final determination thereof. The provisions of Paragraph 7 shall survive the Closing. Notwithstanding anything contained herein to the contrary, any amounts owed to Seller under this Paragraph 7 shall not be paid to Seller. Rather all such amounts shall be credited to Manager's contribution to Initial Working Capital under the Management Agreement.

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 PropertiesProperty; (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 Property 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; (ii) If there are water meters on the Property, Seller shall furnish meter readings to a date not more than thirty days prior to the Adjustment Date; and the unfixed meter charges for the intervening time to the Adjustment Date shall be apportioned on the basis of such meter readings, and any such meter charges for the period subsequent to the Adjustment Date shall be paid by Buyer; (iii) The apportionment of utility charges shall be made upon the basis of charges shown on the latest available bills for such utilities. The charges shown on such available bills for periods prior to the Adjustment Date shall be paid by Seller, and for the period from the date of each such last available utility xxxx to the Adjustment Date an apportionment shall be made based on the amount charged for the period covered by such last available xxxx; (iv) All taxes, water and sewer charges and assessments for public improvements which are liens upon the Property as of the Closing Date, will be allowed to Buyer as a credit against the Purchase Price, subject to apportionment as herein provided, and the existence of any such lien shall not constitute an objection to title; (v) If any tenants are required to pay Rents which are collected by Buyer within sixty (60) days after the Closing Date and which are attributable in whole or in part to any period prior to the Closing Date, Buyer shall promptly pay to Seller, Seller's proportionate share thereof; (vi) If any tenants are required to pay Rents which are collected by Seller within sixty (60) days after the Closing Date and which are attributable in whole or in part to any period after the Closing Date, Seller shall promptly pay to Buyer, Buyer's proportionate share thereof; (vii) If any tenant is in arrears in the payment of Rents on the Closing Date, Rents received from such tenant after the Closing Date shall be applied in the following order of priority: (a) first to any months preceding the month in which the Closing occurred; (b) then to the month in which the Closing occurred; and (c) then to any months following the month in which the Closing occurred. If Rents or any portion thereof are received by Seller or Buyer during the period which is sixty (60) days after the Closing Date and are payable to the other party by reason of this allocation, the appropriate sum shall be promptly paid to the other party. The obligations of Buyer and Seller pursuant to this Section 11(vii) and the two immediately preceding Sections shall survive the Closing for a period of ninety (90) days after the Closing Date, during which period Buyer and Seller shall agree on a reconciliation of the prorations described herein. Except as expressly provided, the provisions of this Section 11 shall survive the Closing.

Proration Items. The following shall be apportioned and adjusted between the parties as of mid night 5:00 pm, New York City time of the day preceding the Closing Date ("the 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 gas and other utility charges for service furnished to the PropertiesProperty; (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") ), actually paid or payable under the terms of any Lease for the month of closing; (ed) Any amounts paid to Seller or payable by Seller under Service Contracts which are accepted by Buyer and are being assigned to Buyer; (fe) All costs associated with telephone directory listings and any other prepaid advertising; andadvertising which are accepted by Buyer with respect to the Property; (gf) Any other customary adjustments made in connection with the sale of similar buildingsproperties; and (g) Refundable security deposits from current tenants as of the Closing Date. Seller will not assign to Buyer buyer any of the hazard insurance policies affecting the Properties Property 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 assessed valuation; (ii) If there are water meters on the Property, Seller shall furnish meter readings to a date not more than twenty (20) days prior to the Adjustment Date; and the unfixed meter charges for the intervening time to the Adjustment Date shall be apportioned on the basis of such meter readings, and any such meter charges for the period subsequent to the Adjustment Date shall be paid by Buyer; (iii) The apportionment of utility charges shall be made upon the basis of charges shown on the latest available bills for such utilities. The charges shown on such available bills for periods prior to the Adjustment Date shall be paid by Seller, and for the period from the date of each such last available utility xxxx to the Adjustment Date an apportionment shall be made based on the amount charged for the period covered by such last available xxxx; (iv) All taxes, water and sewer charges and current installments for assessments for public improvements which are liens upon the Property as of the Closing Date, will be allowed to Buyer as a credit against the Purchase Price, subject to apportionment as herein provided, and the existence of any such lien shall not constitute an objection to title; (v) If any tenants pay Rents collected by Buyer after the Closing Date which are attributable in whole or in part to any period prior to the Closing Date, Buyer shall promptly pay to Seller, Seller's proportionate share thereof; (vi) If any tenants pay Rents collected by Seller which are attributable in whole or in part to any period after the Closing Date, Seller shall promptly pay to Buyer, Buyer's proportionate share thereof; (vii) If any tenant is in arrears in the payment of Rents on the Closing Date, Rents received from such tenant after the Closing Date shall be applied in the following order of priority: (a) first to pay any rents then due and owing for any period subsequent to the Closing Date and (b) then to pay any rent owning for any period prior to the Closing Date. If Rents or any portion thereof are received by Seller or Buyer after the Closing Date and are payable to the other party by reason of this allocation, the appropriate sum shall be promptly paid to the other party. The obligations of Buyer and Seller pursuant to this Section 10(vii) and the two immediately preceding Sections shall survive the Closing for a period of one hundred eighty (180) days after the Closing Date, during which period Buyer and Seller shall agree on a reconciliation of the prorations described herein. Except as expressly provided, the provisions of this Section 10 shall survive the Closing.

Proration Items. The following shall be apportioned Personal property Taxes, real property Taxes and adjusted between other similar Taxes (the parties as of mid night of “Proration Items”) with respect to the day preceding Purchased Assets for any taxable period beginning before 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 ending after the Closing Date shall be prorated on a per diem basis between the obligation Purchaser and the Sellers as of Buyerthe Closing Date. The amount of the Proration Items attributable to the Sellers shall be equal to the amount of Tax for the period multiplied by a fraction, the numerator of which shall be the number of days from the beginning of the period through and including the Closing Date and the denominator of which shall be the entire number of days in the period. For purposes of allocating all other Taxes (“Non-Proration Items”) with respect to the foregoing apportionments Purchased Assets for any Straddle Period, such Taxes shall be allocated between the pre-Closing portion of such Straddle Period and adjustmentsthe post-Closing portion of such Straddle Period based on an interim closing of the books at the end of the day on the Closing Date. The Sellers shall bear any Non-Proration Items allocable to the pre-Closing portion of any Straddle Period and any other unpaid Taxes with respect to the Purchased Assets for Tax periods ending on or prior to the Closing Date (such Non-Proration Items and other pre-Closing Date Taxes, “Other Sellers Taxes”). The amount of all such Proration Items attributable to the following procedures Sellers and the amount of any Other Sellers Taxes shall govern: (i) If be estimated as of the Closing Date and deducted from the Purchase Price at the Closing; provided, however that final payments with respect to the Proration Items or Other Sellers Taxes that are not able to be calculated as of the Closing Date shall occur before be calculated and the real estate tax rate is fixedSellers (or any successor thereof or any estate) shall pay over any additional amount as soon as practicable after the Closing Date, the apportionment but no later than five (5) Business Days after determination 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;additional amounts.