Common use of Prorations, Adjustments Clause in Contracts

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.

Appears in 3 contracts

Samples: Lease Sale Agreement, Lease Sale Agreement, Lease Sale Agreement

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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.

Appears in 1 contract

Samples: Purchase and Sale Agreement

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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 Sellers 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 Sellers shall cause any and all public utilities to issue final bills to Seller Sellers on the basis of readings made as of the Closing Date and all such bills shall be paid by SellerSellers. 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 Sellers with respect thereto.

Appears in 1 contract

Samples: Purchase and Sale Agreement

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