Prorations, Adjustments. The parties will prorate taxes, rental, and other income, and operating or other expenses of the Property as of 12:01 a.m. on the date after Closing (i.e., Seller is entitled to the income and responsible for the expenses of the day of Closing). All income will be prorated on the basis of income actually received by Seller, as opposed to income which is due or for which Seller has rendered invoices but which has not been paid (i.e., Seller will not be entitled to any credit for receivables, and there will be no proration as to such receivables). Any taxes or other expenses of the Property for any period prior to Closing which are payable by tenants of the Property subsequent to Closing (e.g., real estate taxes paid in arrears and not yet billed to tenants), will reduce the credit to Purchaser for such items (i.e., no credit from Seller for pass-through items for which Purchaser will later collect from the tenants). To the extent that the taxes to be prorated are not known with certainty, such proration will be based upon the most recent tax xxxx or county estimate, to be re-prorated upon issuance of final bills. Seller also agrees to give Purchaser a credit against the Purchase Price for all cash security deposits required to be held pursuant to the Leases (less portions thereof applied by Seller to tenant defaults and not subsequently restored by the tenant in question) and all interest due thereon and shall assign to Purchaser any other tenant deposits held by Seller. Purchaser will pay amounts subsequently received by it from tenants constituting base rent, capital reimbursements or other income due from tenants and attributable to Seller's period of ownership, but not collected as of the date of Closing, to Seller promptly upon receipt; provided that amounts received from tenants by Purchaser will be first applied to current charges, and the balance will be applied to payments due to Seller. Notwithstanding the foregoing, Seller shall expressly reserve the right to seek to collect, directly from the tenants after Closing and with Purchaser's cooperation, any delinquencies and other amounts attributable to Seller's period of ownership, but not collected as of the date of Closing. To the extent Seller has received amounts from tenants for real estate taxes and 1997 and 1998 operating expenses in excess of amounts paid by Seller with respect to such expenses, Seller will credit such excess to Purchaser at Closing, and Seller will provide adequate backup i...
Prorations, Adjustments. Ad valorem and property Taxes, rent (including common area expenses and any other obligations for reimbursement for landlord’s expenses (“Reimbursables”) under the Leases), all utilities, operating expenses and other apportionable expenses, paid or payable by Seller with respect to the Acquired Assets on the Closing Date shall be apportioned pro rata on a per diem basis as of the Closing Date. To the extent reasonably practical, Seller shall cause any and all public utilities to issue final bills to Seller on the basis of readings made as of the Closing Date and all such bills shall be paid by Seller. If any amounts cannot be definitely calculated on the Closing Date, they shall be estimated in good faith by the Parties based on the corresponding amounts from 2017. No post-assignment reconciliations or adjustments of any kind shall occur after Closing. Buyer shall receive the benefits and burdens for all adjustments under the Leases that occur after the Closing Date (regardless of the period in question that is subject to the adjustment), including year-end adjustments for Taxes, fees, any common area maintenance charges, and percentage rent for calendar year 2018 and thereafter, and Buyer shall fully indemnify and hold harmless Seller with respect thereto.
Prorations, Adjustments. The term "close of escrow" means the date on which documents are recorded. All prorations and/or adjustments shall be made to the close of escrow based on a 30-day month, unless otherwise instructed in writing.
Prorations, Adjustments. At Closing, all income and expenses of the Property, including general taxes and installments of special assessments, as well as rents, sewer charges, and utilities, shall be prorated and adjusted on the basis of 30 days to the month, Purchaser to have the last day. Seller and Purchaser agree to be responsible for their own attorney fees in connection with this Option and the Closing, except for such attorney fees that are necessary to enforce the obligations set forth in paragraph 7(c).
Prorations, Adjustments. All ad valorem real property taxes, personal property taxes, real property special assessments payable in installments, and utility expenses (collectively, the "Expenses"), shall be prorated and adjusted between the parties as of the Closing date. At Closing, Seller shall pay to Buyer all accrued but unpaid Expenses, and Buyer shall pay to Seller all prepaid but not yet accrued Expenses.
Prorations, Adjustments. All the then current year’s ad valorem real property taxes and current utility expenses, and all income under any agreement concerning the Property that Buyer has approved to survive closing, and all rent and other expenses paid by tenants under the Leases for the month in which closing occurs shall be prorated and adjusted between the parties as of the Closing Date. Rent and other expenses payable by tenants under the Leases which is delinquent as of the Closing Date shall remain the property of Seller and Seller shall retain the right to collect such amounts. At closing, if all or any portion of the Property is specially assessed or taxed due to its use or classification, Seller shall pay and be solely responsible for any deferred tax, roll-back tax, special assessment and related charge, fine, penalty or other amount regardless of the period to which the same relates. All municipal, county, state, and federal excise, transfer and documentary stamp taxes shall be paid by Seller at the time of closing. The final year-to-date tenant operating expense reconciliation adjustment figures shall be finalized and adjusted between the Buyer and Seller post closing.
Prorations, Adjustments. (a) The parties will prorate taxes and assessments, annual license and permit fees for permits that are assigned, interest on security deposits of tenants, payments made under service contracts or equipment leases, rental and other income (including, but not limited to, all contributions by tenants for expenses and taxes and assessments), and operating or other expenses (including, but not limited to, all contributions made by Seller to the Century City Shopping Center Merchants Association (the "Association")) of the Property as of 12:01 a.m. on the date of Closing (i.e., Purchaser is entitled to the income and responsible for the expenses of the day of Closing and thereafter with Seller being entitled to the income and being responsible for the expenses prior to Closing); provided, however, that in the event the Purchaser has not authorized release of the Purchase Price to Seller prior to Noon California time on the date of Closing, then such prorations shall be made as of 12:01 a.m. on the date after Closing and Seller will be entitled to the income and shall be responsible for the expenses of the day of Closing. Notwithstanding the foregoing and anything else to the contrary contained herein, the prorations and adjustments in Paragraphs 7.2(a), 7.2(b), 7.2.1, 7.2.2 and 7.2.3 and Purchaser's rights and obligations with respect thereto and other rights under said paragraphs shall be based upon Purchaser having a 9.6134125% undivided interest with respect thereto and shall be adjusted accordingly. The parties intend that Purchaser's rights and obligations with respect thereto when added to the rights and obligations of USC pursuant to the Other Sale Agreement shall equal and not exceed a 100% undivided interest therein. Without limiting the foregoing, Seller and Purchaser have agreed that solely with respect to base rental income received for the month of June, initial estimated prorations for the date of Closing will be made on the Closing Date for all such rental income received as of 12:01 a.m. of June 2, 1999. On or before June 15, 1999, each party will deliver to the other party such other party's share of base rental income received through June 13, 1999 and on or before July 2, 1999, each party will deliver to the other party such other party's share of base rental income received through June 30, 1999. All income will be prorated on the basis of income actually received by Seller, as opposed to income which is due or for which Seller has rendered ...
Prorations, Adjustments. (a) Except as otherwise provided below, all income from the Property (“Income”) and all ad valorem real property taxes, current installments of any assessments, personal property taxes, utility expenses, and other operating expenses of the Property (“Expenses”) will be prorated and adjusted between the parties as of the Closing Date, so that (a) all prepaid but not yet accrued Expenses and all accrued but not yet paid Income will be credited to Seller; and (b) all accrued but not yet paid Expenses other than any Expenses Buyer is required to pay under the Aspen Master Lease and all prepaid but not yet accrued Income will be credited to Buyer. Without limiting the generality of the foregoing, any advance payment of rent, refundable deposits, and advance payment of reimbursable utility or other expenses and other charges under the Aspen Master Lease, and any nonrefundable cleaning fees and other similar fees relating to the occupancy of premises in the Property shall be assigned and delivered to Buyer (or shall be prorated and charged and credited between the parties) as of the Closing Date.
Prorations, Adjustments. (a) All ad valorem real property taxes, assessments, personal property taxes, and utility expenses, will be prorated and adjusted between the parties as of Closing Date.
Prorations, Adjustments. Real property taxes and assessments shall be prorated as of Closing. Seller shall be responsible for any and all deferred or abated taxes and related interest and charges, any past due taxes and assessments through Closing and shall cause such to be paid and removed at or before Closing. The current year's taxes shall be prorated between the parties as of Closing. In addition, insurance, interest, water and other utilities constituting liens shall be prorated as of Closing.
