Common use of Prorations, Adjustments Clause in Contracts

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 information in connection with such credit. On or after the Closing, Seller will have no further obligations with respect to any Leases or other agreements affecting the Property, including, without limitation, tenant improvement work, leasing commissions and free rent.

Prorations, Adjustments. The parties will prorate (a) Except as otherwise provided below, all income from the Property (“Income”) and all ad valorem real property taxes, rentalcurrent installments of any assessments, personal property taxes, utility expenses, 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 “Expenses”) will be prorated on and adjusted between the basis parties as of income actually received by 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, as opposed to income which is due or for which Seller has rendered invoices but which has not been paid (i.e.any advance payment of rent, Seller will not be entitled to any credit for receivablesrefundable deposits, and there will be no proration as to such receivables). Any taxes 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 Property for any period prior Closing Date. (b) The parties will attempt to Closing which are payable by tenants have utility meters read as of the Property subsequent Closing Date, and Seller will be responsible for all utility Expenses up to the Closing (e.g.Date other than any Expenses Buyer is required to pay under the Aspen Master Lease, real estate taxes paid in arrears and not yet billed to tenants), Buyer will reduce be responsible for all utility Expenses from and after 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)Closing Date. To the extent that the taxes to be prorated are this is 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 possible and 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 extent that any other tenant deposits held by Seller. Purchaser will pay amounts subsequently received by it from tenants constituting base rentobligation for continuing services is incurred, capital reimbursements or other income due from tenants and attributable to Seller's period of ownershipstatements are rendered for such services covering periods both before and after the Closing Date, but not collected the amount shall be adjusted between the parties as of the date Closing Date on a time elapsed basis. Seller shall forward all such statements which are proper statements to Buyer and Buyer shall pay the same. Seller shall remit to Buyer its proportionate share immediately upon demand. (c) Seller shall be responsible for and shall pay or reimburse Buyer upon demand for any real or personal property taxes payable following the Closing applicable to any period of Closingtime prior to the Closing Date as a result of any change in the tax assessment by reason of reassessment, to Seller promptly upon receipt; provided that amounts received from tenants errors by Purchaser will be first applied to current charges, the tax assessor or changes occurring before the Closing Date in use or ownership of the Property. To extent the payment of taxes and assessments is an obligation of tenant under the Aspen Master Lease and the balance will be applied tenant has not made any deposit or payment 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 expensesmatter, such taxes and assessments will not be prorated between Buyer and Seller. (d) If any post-Closing reconciliation or adjustment is required between the parties pursuant to this Agreement (because of an adjustment or prorate that is done on an estimated basis, or otherwise), the parties will reasonably co-operate with each other to provide the information needed for such reconciliation and adjustment, and will promptly do the reconciliation and adjustment when the information is available to do so. (e) Buyer shall pay the recording or filing fees for the Deed and the Assignment of Leases. (f) Seller will credit such excess to Purchaser shall pay the cost of a standard coverage Title Policy in favor of Buyer and the cost of extended coverage, if obtainable and desired by Buyer, on the Title Policy. (g) Seller and Buyer shall pay one-half of the escrow and closing fees charged by the Escrow Holder. If any other closing costs not specifically provided for herein are due at Closing, and Seller will provide adequate backup information in connection with such creditother costs shall be paid by Buyer. On or after the Closing, Seller will have no further obligations with respect to any Leases or other agreements affecting the Property, including, without limitation, tenant improvement work, leasing commissions and free rent.9.4

Prorations, Adjustments. The parties will prorate taxes, rental (including, without limitation, percentage rental, if any), 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 the period prior to Closing which are payable by tenants the Major Tenants of the Property subsequent to Closing (e.g.Property, real estate taxes paid in arrears and which are not yet billed to tenants)collected or not delinquent as of the Closing, will reduce the credit to Purchaser for such items (i.e., no credit from Seller for pass-through items for which items). Seller shall credit Purchaser will later collect with all amounts collected from the tenants)tenants on account of 1997 common area maintenance expenses in excess of amounts paid by Seller on account of such expenses. 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 bill xx county estimate, to be re-prorated upon issuance of final bills. Any percentage rental for the rental periods including Closing shall be prorated upon receipt, based upon the tenant's sales for the portions of such periods allocable to Seller and Purchaser, respectively, either as provided in the applicable lease or, if not, based on the calendar year. Seller also agrees to give Purchaser a credit against the Purchase Price for all cash security deposits required to be held for which Seller is liable pursuant to the Leases (less portions thereof applied by Seller to tenant defaults leases and not subsequently restored by the tenant in question) estoppel certificates and all interest due thereon and shall assign to Purchaser any other tenant deposits held by Seller. For a period of one year following Closing, 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 chargescharges due Purchaser, and the balance will be applied to payments due to Seller. Notwithstanding Seller agrees to credit Purchaser with the foregoingamount, Seller shall expressly reserve the right to seek to collectif any, 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 leasing commissions earned with respect to such expensesleases in existence on the Effective Date but not due or payable until after Closing. In addition, Seller will agrees to credit such excess Purchaser with the amount of minimum rent forgiveness to Purchaser at Closingwhich Lady of America Fitness Center and C.R. Chicks are due under their respective leases from the day after Closing to August 31, 1997 and Seller will provide adequate backup information October 31, 1997, respectively, prorated for the month in connection with such creditwhich the Closing occurs. On Subject to the provisions of Section 5 and of paragraph 6.2 herein, on or after the Closing, Seller will have no further obligations with respect to any Leases leases or other agreements affecting the Property, including, without limitation, tenant improvement work, leasing commissions commissions, and free rent, Purchaser will deliver the Purchase Price to Seller in good funds by 2:00 p.m. Chicago time on the day of Closing. If Seller does not receive the funds by such time, prorations will be made as of the next business day.

Prorations, Adjustments. The parties will prorate taxes, rentalAll the then current year’s ad valorem real property taxes and current utility expenses, and other incomeall income under any agreement concerning the Property that Buyer has approved to survive closing, and operating or all rent and other expenses payable by tenants under the Leases for the month in which closing occurs shall be prorated and adjusted between the parties as of the Property Closing Date. Rent and other expenses payable by tenants under the Leases which is delinquent as of 12:01 a.m. on the date after Closing (i.e.Date shall remain the property of Seller and Seller shall retain the right to collect such amounts. In addition, "true up" payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated among Seller and Buyer pro rata in accordance with their respective period of ownership as set forth below. The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller is shall retain the actual cash deposits. For purposes of calculating prorations, Buyer shall be deemed to be in title to the Property, and, therefore entitled to the income therefrom and responsible for the expenses thereof for the entire day upon which the Closing occurs. The amount of such prorations shall be initially performed at Closing but shall be subject to adjustment in cash after the Closing as and when complete and accurate information becomes available, if such information is not available at the Closing. Seller and Buyer agree to cooperate and use reasonable efforts to make such adjustments no later than sixty (60) days after the Closing (or as soon thereafter as may be practicable, with respect to common area maintenance and other additional rent charges (including pass-throughs for real estate and personal property taxes and special assessments) payable by tenants under Leases). Seller shall pay any loan assumption fees or charges assessed by Seller’s lender, its servicing agent or other affiliate in connection with the assignment and assumption of the day of Closing)Assumed Loan. All income will be prorated on the basis of income actually received by SellerAt closing, as opposed to income which is due if all 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 portion 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 is specially assessed 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 taxed due to Seller. Notwithstanding the foregoingits use or classification, Seller shall expressly reserve the right to seek to collectpay and be solely responsible for any deferred tax, directly from the tenants after Closing roll-back tax, special assessment and with Purchaser's cooperationrelated charge, any delinquencies and fine, penalty or other amounts attributable to Seller's period of ownership, but not collected as amount regardless of the date period to which the same relates. If any taxes which have been apportioned shall subsequently be reduced by abatement, the amount of Closingsuch abatement, less the cost of obtaining the same and after deduction of sums payable to tenants under Leases or expired or terminated Leases, shall be equitably apportioned between the parties hereto. To the extent Seller has received amounts from tenants for real estate All municipal, county, state, and federal excise, transfer and documentary stamp taxes and 1997 and 1998 operating expenses in excess of amounts shall be paid by Seller with respect to such expenses, Seller will credit such excess to Purchaser at Closing, and Seller will provide adequate backup information in connection with such creditthe time of closing. On or after This Section 10.3 shall survive the Closing, Seller will have no further obligations with respect to any Leases or other agreements affecting the Property, including, without limitation, tenant improvement work, leasing commissions and free rent.

Prorations, Adjustments. The parties will prorate taxes, rentalAll the then current year’s ad valorem real property taxes and current utility expenses, and other incomeall income under any agreement concerning the Property that Buyer has approved to survive closing, and operating or all rent and other expenses payable 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. Buyer shall pay any loan assumption fees or charges assessed by the Lender parties in connection with the Assumption. At closing, if all or any portion of the Property as of 12:01 a.m. on the date after Closing (i.e.is specially assessed or taxed due to its use or classification, Seller is entitled to the income shall pay and be solely responsible for the expenses any deferred tax, roll-back tax, special assessment and related charge, fine, penalty or other amount regardless of the day 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 Closingclosing. Tenants may be obligated to pay additional rents such as percentage rent, certain escalations in rent, and certain pass-throughs of operating and similar expenses (“Additional Rents”). All income will be prorated With respect to any Additional Rents that are based on estimates and that are subject to adjustment and/or reconciliation after 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.Closing Date, Seller will not and Buyer shall re-prorate such Additional Rents (including any portions thereof that may be entitled required to any credit for receivables, and there will be no proration as refunded to Tenants) at the time that such receivables)estimates are actually adjusted and/or reconciled. Any taxes or other expenses amounts that may be due from Seller as a result of such re-prorations shall be paid by Seller to Buyer promptly after written request therefor is delivered to Seller by Buyer (together with evidence reasonably satisfactory to Seller 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 amounts due the tenants). To the extent Any amounts that the taxes may be due to be prorated are not known with certainty, Seller as a result of 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 prorations shall be held pursuant to the Leases (less portions thereof applied paid 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, Buyer 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 Sellerfollowing such re-prorations. Notwithstanding the foregoing, Seller shall expressly reserve have reconciled fully, and made all necessary adjustments with Tenants, Additional Rents for all prior years through December 31, 2009, prior to the right Closing Date; and Seller shall be responsible for reconciling with Tenants all Additional Rents for the period January 1, 2010, to seek the Closing Date within ninety (90) days following the Closing Date; and Seller shall indemnify, defend and hold Buyer harmless from and against any claim, loss, damage or liability asserted against or incurred by Buyer as a result of Seller’s unexcused failure to collectcause such reconciliation to be completed within such time period or as a result of Seller’s failure further to abide with its obligation to reimburse Tenants as below provided. Seller shall be responsible for reimbursing to Tenants, directly and may collect from Tenants, as applicable, all Additional Rents required pursuant to such reconciliation; provided, however, that Seller shall not be entitled to commence any legal proceeding or alternative proceedings seeking to compel any Tenant to pay delinquent rents or amounts claimed to be owing by Seller. If Seller is not entitled under the tenants after Closing and applicable leases to collect from Tenants any underpayments in Additional Rents at the xxxx Xxxxxx completes such reconciliation, Buyer shall pay to Seller the amount of such underpayments at the time that estimates are adjusted and/or reconciled in accordance with Purchaser's cooperation, any delinquencies and other amounts attributable to Seller's period of ownershipthe Leases, but not collected as of the date of Closing. To only to the extent such payments are actually made by such Tenants to Buyer. Buyer agrees to cooperate with Seller has received amounts from tenants in sending bills for real estate taxes and 1997 and 1998 operating expenses in excess of amounts paid by Seller with respect such underpayments to such expenses, Seller will credit such excess to Purchaser at Closing, and Seller will provide adequate backup information in connection with such credit. On or after the Closing, Seller will have no further obligations with respect to any Leases or other agreements affecting the Property, including, without limitation, tenant improvement work, leasing commissions and free rentapplicable Tenants.

Prorations, Adjustments. The parties will prorate taxes, rentalAll the then current year’s ad valorem real property taxes and current utility expenses, and other incomeall income under any agreement concerning the Property that Buyer has approved to survive closing, and operating or all rent and other expenses payable by tenants under the Leases for the month in which closing occurs shall be prorated and adjusted between the parties as of the Property Closing Date. Rent and other expenses payable by tenants under the Leases which is delinquent as of 12:01 a.m. on the date after Closing (i.e.Date shall remain the property of Seller and Seller shall retain the right to collect such amounts. In addition, "true up" payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated among Seller and Buyer pro rata in accordance with their respective period of ownership as set forth below. The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller is shall retain the actual cash deposits. For purposes of calculating prorations, Buyer shall be deemed to be in title to the Property, and, therefore entitled to the income therefrom and responsible for the expenses thereof for the entire day upon which the Closing occurs. The amount of such prorations shall be initially performed at Closing but shall be subject to adjustment in cash after the day of Closing as and when complete and accurate information becomes available, if such information is not available at the Closing. Seller and Buyer agree to cooperate and use reasonable efforts to make such adjustments no later than sixty (60) days after the Closing (or as soon thereafter as may be practicable, with respect to common area maintenance and other additional rent charges (including pass-throughs for real estate and personal property taxes and special assessments) payable by tenants under Leases). All income will be prorated on the basis of income actually received by SellerAt closing, as opposed to income which is due if all 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 portion 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 is specially assessed 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 taxed due to Seller. Notwithstanding the foregoingits use or classification, Seller shall expressly reserve the right to seek to collectpay and be solely responsible for any deferred tax, directly from the tenants after Closing roll-back tax, special assessment and with Purchaser's cooperationrelated charge, any delinquencies and fine, penalty or other amounts attributable to Seller's period of ownership, but not collected as amount regardless of the date period to which the same relates. If any taxes which have been apportioned shall subsequently be reduced by abatement, the amount of Closingsuch abatement, less the cost of obtaining the same after deduction of sums payable to tenants under Leases or expired or terminated Leases, shall be equitably apportioned between the parties hereto. To the extent Seller has received amounts from tenants for real estate All municipal, county, state, and federal excise, transfer and documentary stamp taxes and 1997 and 1998 operating expenses in excess of amounts shall be paid by Seller with respect to such expenses, Seller will credit such excess to Purchaser at Closing, and Seller will provide adequate backup information in connection with such creditthe time of closing. On or after This Section 10.3 shall survive the Closing, Seller will have no further obligations with respect to any Leases or other agreements affecting the Property, including, without limitation, tenant improvement work, leasing commissions and free rentclosing.

Prorations, Adjustments. The parties will prorate All the then current year’s ad valorem real property taxes, rentalassessments (including LID and sewer assessments) and current utility expenses, and other incomeall income under any agreement concerning the Property that Buyer has approved to survive closing, and operating or all rent and other expenses payable by tenants under the Leases for the month in which Closing occurs shall be prorated and adjusted between the parties as of the Property Closing Date. Notwithstanding the foregoing, if Closing occurs on a day other than the first day of a month, and if such Closing Date is prior to April 1 at the request of Buyer, then in prorating rental income Seller shall in addition receive that portion of the collected rental income attributable to the period beginning on the Closing Date and ending on the last day of the calendar month in which Closing occurs that equals the amount of interest accruing on Seller's mortgage loan during the same partial month period. Rent and other expenses payable by tenants under the Leases which are delinquent as of 12:01 a.m. on the date after Closing (i.e.Date shall remain the property of Seller and Seller shall retain the right to collect such amounts. In addition, "true up" payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments for 2010 shall be allocated among Seller and Buyer pro rata in accordance with their respective period of ownership as set forth below. The amount of any unapplied and refundable security deposits under the Leases held by Seller in cash at the time of Closing shall be credited against the Purchase Price; accordingly, Seller is shall retain the actual cash deposits. For purposes of calculating prorations, Buyer shall be deemed to be in title to the Property, and, therefore entitled to the income therefrom and responsible for the expenses thereof for the entire day upon which the Closing occurs. The amount of such prorations shall be initially performed at Closing but shall be subject to adjustment in cash after the day of Closing)Closing as and when complete and accurate information becomes available. All income will be prorated on the basis of income actually received by Seller, as opposed to income which If such information 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 available at Closing, and Seller will provide adequate backup information in connection with such credit. On or after the Closing, Seller will have and Buyer agree to cooperate and use reasonable efforts to make such adjustments no further obligations later than sixty (60) days after the Closing (or as soon thereafter as may be practicable) with respect to common area maintenance and other additional rent charges (including pass-throughs for real estate and personal property taxes and special assessments) payable by tenants under Leases. At Closing, if all or any Leases 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, and related charge, fine, penalty or other agreements affecting 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. This Section 10.3 shall survive the Closing. Seller has presently commenced an appeal of the ad valorem property taxes levied against the Property. If such appeal is not resolved prior to the Closing Date, includingthen at Closing Seller shall assign to Buyer all of its right, without limitationtitle and interest pursuant to such appeal, tenant improvement workand Buyer shall not be required to reimburse Seller for any expenses prior to the Closing Date which Seller incurs in connection with the appeal. Buyer agrees, leasing commissions following the Closing Date, that in the event Buyer elects, in its sole discretion, to pursue the appeal to completion, and free rentif the resolution of the appeal results in a reduction of any ad valorem property taxes levied against the Property prior to the Closing Date, then Seller shall be entitled to a refund of its taxes paid and attributable to the period prior to the Closing Date.