Common use of Proration of Taxes, Income and Rents Clause in Contracts

Proration of Taxes, Income and Rents. Subject to Section 1 of this Agreement, the following items pertaining to the Property shall be prorated as of midnight of the day immediately preceding the day of Closing: rents; fees and assessments; any prepaid expenses and obligations relating to the Property; accrued expenses; ad valorem real estate taxes for the year of Closing; water and other utility charges; and all other items of income and expense with respect to the Property. There shall be a proration of personal property taxes, if any, for the year of Closing. Real estate taxes shall be prorated based upon the amount of said taxes for the year in which the Closing occurs if said amount is known at the time of the Closing (after making a fair and reasonable allocation of such assessment between the Property and any other property covered by such assessment); if said amount is not known, then such taxes shall be prorated on the basis of the taxes assessed for the preceding year after making a fair and reasonable allocation of such assessment between the Property and any other property covered by such assessment. Notwithstanding the foregoing, Purchaser, at the sole discretion of Purchaser, shall have the right, in the name of Purchaser or Seller but at the expense of Purchaser, to contest and appeal any such tax or assessment, and any adjustment in proration shall be based upon the amount of such taxes finally determined upon such contest or appeal and shall be paid promptly upon the determination of such amount, if Purchaser shall elect to make such contest or appeal. Subject to Section 1 of this Agreement, Seller shall be responsible for all utility or other expenses of the Property incurred through the Closing Date. Seller shall deliver to the Purchaser any rents paid to the Seller by Tenants, subsequent to the Closing Date. No proration shall be made for rents delinquent as of the Closing Date (hereinafter called the “Delinquent Rents”). All rent collected on or after the Closing Date by Seller or Purchaser shall be allocated to the most recent month for which rental is due for that Tenant, including Delinquent Rents. Any Delinquent Rents collected by Purchaser after Closing shall be paid by Purchaser to Seller. Purchaser shall take all steps reasonably necessary to effectuate the transfer of any utilities for the Property to its name as of the Closing Date, and where necessary, post deposits with the utility companies. Seller shall ensure that all utility meters, if any, for the Property are read as of the Closing Date. Seller shall pay all utilities, if any, up to and including the Closing Date and all utilities for the Property thereafter shall be paid by Purchaser. Seller shall be entitled to recover any and all deposits held by any utility company for the Property as of the date of Closing unless otherwise agreed by Purchaser and Seller in which case the deposit(s) will be assigned to Purchaser who shall have rights to have the deposit(s) released to it upon satisfaction of the conditions imposed by the utility company.

Proration of Taxes, Income and Rents. Subject to Section 1 of this Agreement, the following items pertaining to the Property shall be prorated as of midnight of the day immediately preceding the day of Closing: rents; fees and assessments; any prepaid expenses and obligations relating to the Property; accrued expenses; ad valorem real estate taxes for the year of Closing; water and other utility charges; and all other items of income and expense with respect to the Property. There shall be a proration of personal property taxes, if any, for the year of Closing. Real estate taxes shall be prorated based upon the amount of said taxes for the year in which the Closing occurs if said amount is known at the time of the Closing (after making a fair and reasonable allocation of such assessment between the Property and any other property covered by such assessment); if said amount is not known, then such taxes shall be prorated on the basis of the taxes assessed for the preceding year after making a fair and reasonable allocation of such assessment between the Property and any other property covered by such assessment. Notwithstanding the foregoing, Purchaser, at the sole discretion of Purchaser, shall have the right, in the name of Purchaser or Seller but at the expense of Purchaser, to contest and appeal any such tax or assessment, and any adjustment in proration shall be based upon the amount of such taxes finally determined upon such contest or appeal and shall be paid promptly upon the determination of such amount, if Purchaser shall elect to make such contest or appeal. Subject to Section 1 of this Agreement, Seller shall be responsible for all utility or other expenses of the Property incurred through the Closing Date. Seller shall deliver to the Purchaser any rents paid to the Seller by Tenants, subsequent to the Closing Date. No proration shall be made for rents delinquent as of the Closing Date (hereinafter called the “Delinquent Rents”). All rent collected on or after the Closing Date by Seller or Purchaser shall be allocated to the most recent month for which rental is due for that Tenant, including Delinquent Rents. Any Delinquent Rents collected by Purchaser after Closing shall be paid by Purchaser to Seller. If Purchaser collects Delinquent Rents allocable to the period prior to the Closing Date, Purchaser shall promptly remit such payments to Seller. Purchaser shall take all steps reasonably necessary to effectuate the transfer of any utilities for the Property to its name as of the Closing Date, and where necessary, post deposits with the utility companies. Seller shall ensure that all utility meters, if any, for the Property are read as of the Closing Date. Seller shall pay all utilities, if any, up to and including the Closing Date and all utilities for the Property thereafter shall be paid by Purchaser. Seller shall be entitled to recover any and all deposits held by any utility company for the Property as of the date of Closing unless otherwise agreed by Purchaser and Seller in which case the deposit(s) will be assigned to Purchaser who shall have rights to have the deposit(s) released to it upon satisfaction of the conditions imposed by the utility company.