Common use of Proration of Expenses and Payment of Costs and Recording Fees Clause in Contracts

Proration of Expenses and Payment of Costs and Recording Fees. (a) Seller and Buyer agree that all rents (including any common area maintenance and other expense reimbursements) and other income, utility charges (to the extent not payable directly to the utility supplier by Tenant), real estate and personal property taxes and assessments (to the extent not payable directly to the taxing authority by Tenant) shall be prorated on a calendar-year basis as of midnight on the day immediately preceding the date of Closing. If Closing shall occur before the actual taxes and special assessments payable during such year are known, the apportionment of taxes shall be upon the basis of taxes for the Property payable during the immediately preceding year, provided that if the taxes and special assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the taxes payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and special assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the deed delivered hereunder but shall survive the Closing. Any refund of taxes related to any period before Closing shall be Seller’s property. In the event that accurate prorations and other adjustments cannot be made at Closing because current bills and other material information are not obtainable, Seller and Buyer shall prorate on the best available information, subject to adjustment upon receipt of the final bills and/or material information.

Proration of Expenses and Payment of Costs and Recording Fees. (a) Seller and Buyer agree that all rents (including any common area maintenance and other expense reimbursements) and other incomerents, utility charges (to the extent not payable directly to the utility supplier by Tenant), and real estate and personal property taxes and assessments (to the extent not payable directly to the taxing authority by Tenant) shall be prorated on a calendar-year basis as of midnight on the day immediately preceding the date of Closing; provided, however, that rent shall only be pro-rated to the extent paid. If Closing shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis of the real estate taxes and assessments for the applicable Property payable during the immediately preceding year; provided that, provided that if the real estate taxes and special assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and special assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the deed Deed for the applicable Property delivered hereunder but shall survive the Closing. Any refund To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of taxes related all municipal license taxes, if any, payable during the calendar year in which the Closing occurs and corresponding to any period before Closing prior to the date that Tenant became obligated to pay such amounts. At Closing: (a) Buyer shall pay: (i) the premium and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction; and (b) Seller shall pay: (i) the transfer, excise and/or documentary tax/stamps in connection with the recording of the deed at the register of deeds office where the applicable Property is located and; (ii) the recording fees necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall be Seller’s propertyresponsible for the cost of its own survey, environmental reports and due diligence investigations. In the event that accurate prorations and other adjustments cannot be made at Closing because current bills and other material information are not obtainable, Seller and -and Buyer shall prorate on the best available information, subject to adjustment upon receipt of the final bills and/or material information.be responsible for their own attorney's fees

Proration of Expenses and Payment of Costs and Recording Fees. (a) Seller Seller, Operator and Buyer agree that all rents (including any common area maintenance and other expense reimbursements) and other income, utility charges (to revenue and expenses of the extent not payable directly to the utility supplier by Tenant), real estate and personal property taxes and assessments (to the extent not payable directly to the taxing authority by Tenant) Real Property Assets shall be prorated on a calendar-year basis as of midnight on the day immediately preceding the date of Closing, such that Seller and Operator receive the income and revenue from and is responsible for the expenses of the Real Property Assets up to and including the day preceding the Closing Date, and Buyer receives the income and revenue from and is responsible for the expenses of the Real Property Assets on and after the Closing Date, including without limitation all utility charges, real estate taxes, assessments, and any assumed liabilities. If Closing shall occur before the actual taxes and special assessments payable during such year are known, the apportionment of taxes shall be upon the basis of taxes for the Property payable during the immediately preceding year, provided that that, if the taxes and special assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the taxes payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and special assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the deed Deed (as hereinafter defined) delivered hereunder but shall survive the Closing. Any refund Seller shall be responsible for the payment of all municipal license taxes related payable during the calendar year in which the Closing occurs and corresponding to any period before prior to the Closing Date. Seller shall pay all fees (including defeasance fees), charges and expenses imposed or assessed in connection with the payoff or prepayment of all loans secured by a mortgage encumbering the Property. The premium and related charges for an owner’s title insurance policy, with all standard exceptions deleted, to be issued to Buyer shall be paid by Seller. The premium and related charges for a lender’s title insurance policy, together with any endorsements to the owner’s title insurance policy and lender’s title insurance policy, shall be paid by Buyer. The recording fees necessary to record the Deeds at the Recorder of Deeds office in the county where each Property is located shall be paid by Buyer. The transfer tax, documentary stamp tax, and/or excise tax, if any, payable in connection with the recording of the Deeds shall be paid by Seller. Buyer shall be responsible for the cost of its own surveys (including the cost, if any, of any update to Seller’s propertyexisting surveys requested by Buyer), Phase 1 environmental studies and due diligence investigations or reports. In the event that accurate prorations Seller, Operator and other adjustments cannot Buyer shall be made at Closing because current bills and other material information are not obtainable, responsible for their own respective attorney’s fees. Seller and Buyer each shall prorate on pay one-half (1/2) of all escrow and closing fees charged by the best available information, subject to adjustment upon receipt of the final bills and/or material informationTitle Insurer.

Proration of Expenses and Payment of Costs and Recording Fees. (a) At Closing, Seller and Buyer agree that all rents (including any common area maintenance and other expense reimbursements) and other income, utility charges (to the extent not payable directly to the utility supplier by Tenant), shall adjust for real estate and personal property taxes and assessments (both general and special), municipal water and sewer charges, fuel and utility charges, such adjustments to the extent not payable directly to the taxing authority by Tenant) shall be prorated on a calendar-year basis calculated as of midnight 11:59 PM on the day immediately preceding the date of Closing. Prior to the Closing, Seller shall have paid or made binding arrangements to pay all service providers under the service and maintenance contracts for the Property for services rendered up to the day prior to the Closing. If Closing shall occur before the actual taxes and special assessments payable during such year are known, the apportionment of taxes shall be upon the basis of taxes for the Property payable during the immediately preceding year, provided that that, if the taxes and special assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the taxes payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and special assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the deed Deed (as hereinafter defined) delivered hereunder but shall survive the ClosingClosing for a period of six (6) months. Any refund of taxes related to any period before Closing All rents shall be prorated as of the Closing Date with Buyer being credited for rent attributable to the day of Closing through and including the last day of the calendar month in which the Closing Date occurs; provided, however, if the Closing Date shall occur within ten (10) days of the end of the month in which Closing occurs, Buyer and Seller agree that Buyer shall be credited with the following month’s rent at Closing and Seller shall be entitled to retain any rents received by Seller that are attributable to the month following the month in which the Closing Date occurs and Buyer agrees to the extent that it receives any rent attributable to such month which was adjusted at Closing, it will refund such amount to Seller as soon as reasonably possible. (b) Seller shall pay or be charged with the following costs and expenses in connection with this transaction which costs shall be referred to as “Seller’s property. In Closing Costs”: (i) Broker’s commission payments (for any leasing commissions and any sales commissions earned), in accordance with Section 23 of this Agreement; (ii) Title Policy premiums for any endorsements issued in connection with such policies that, subject to the event that accurate prorations prior approval of the Buyer, Seller elects to purchase to cover title issues, if any; (iii) transfer taxes and conveyance fees on the sale and transfer of the Property; and (iv) all fees relating to the granting, executing and recording of the Deed for the Property and for any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the applicable Property from the existing debt. (c) Buyer shall pay or be charged with the following costs and expenses in connection with this transaction, which costs shall be referred to as “Buyer’s Closing Costs”: (i) 100% of all Title Policy premiums, including search costs and, if required by the Buyer, a survey endorsement, including any other adjustments cannot be made at Closing because current bills endorsements issued in connection with such policies other than the endorsements, if any, described in Section 4(b)(ii) above; (ii) all costs and other material information are not obtainableexpenses in connection with Buyer’s financing, including appraisal, points, commitment fees and the like and costs for the filing of all documents necessary to complete such financing and related documentary stamp tax and intangibles tax; and (iii) the cost of any new or updated survey, Phase 1 environmental study and due diligence investigations conducted by Buyer. (d) Each party shall pay its own legal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (e) Seller and Buyer each shall prorate on the best available information, subject to adjustment upon receipt pay one-half of the final bills and/or material informationall reasonable escrow fees charged by Escrow Agent.

Proration of Expenses and Payment of Costs and Recording Fees. (a) Seller and Buyer agree that all rents (including any common area maintenance and other expense reimbursements) and other income, utility charges (to the extent not payable directly to the utility supplier by Tenant)charges, real estate taxes, assessments and personal property taxes and assessments (to the extent not payable directly to the taxing authority by Tenant) any assumed liabilities shall be prorated on a calendar-year basis as of midnight on the day immediately preceding the date of Closing, subject to the obligations of Tenant under the Lease. If Closing shall occur before the actual taxes and special assessments payable during such year are known, the apportionment of taxes shall be upon the basis of taxes for the Property payable during the immediately preceding year, provided that that, if the taxes and special assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the taxes payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and special assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the deed Deed delivered hereunder but shall survive the Closing. Any refund Seller shall be responsible for the payment of all municipal license taxes related payable during the calendar year in which the Closing occurs and corresponding to any period before prior to the Closing Date, and the Lease shall require that Tenant pay all such amounts from and after the Closing Date. Seller shall pay all fees (including defeasance fees), charges and expenses imposed or assessed in connection with the prepayment of all mortgage loans encumbering the Property. The premium and related charges for owner’s title insurance policy to be issued to Buyer and deed preparation and recording fees necessary to record the deed at the register of deeds office where each Property is located shall be allocated between Seller and Buyer in accordance with the custom of the jurisdictions in which the Real Property is located. The so-called “Grantor’s Tax” shall be paid by Seller’s property. In The so-called “State Recordation Tax” and the event that accurate prorations “County Recordation Tax” shall be paid by Buyer. Buyer shall be responsible for the cost of its own surveys, Phase 1 environmental studies and other adjustments cannot be made at Closing because current bills and other material information are not obtainable, due diligence investigations. Seller and Buyer shall prorate on the best available information, subject to adjustment upon receipt of the final bills and/or material informationbe responsible for their own attorney’s fees.