Prorations and Charges. (a) The building tenants are currently responsible under the terms of their respective Leases for the payment of all taxes and assessments on the Real Property and such tenants shall remain responsible for all real estate taxes and assessments through the day prior to Closing and after Closing. Buyer and Seller agree that there shall be no proration at Closing for real estate taxes and assessments.
(b) At Closing, Seller shall pay to Buyer all security deposits under the Leases, together with any interest accrued thereon, as well as any other funds paid to Seller by Operator on account of additional rent items not yet due and payable by Seller, such as tax and insurance escrows. Seller shall make such payment in the form of a credit against the Purchase Price in favor of Buyer.
(c) Unless otherwise set forth herein, Buyer and Seller shall each be solely liable for its own costs and expenses (including attorney fees) incurred in connection with the preparation of this Agreement and the preparation for and closing of the contemplated transaction. Buyer will be solely responsible for all costs and expenses relating to its due diligence review of the Property and its financing. Buyer shall be responsible for the cost of recording the Deed. Seller shall be responsible for all transfer taxes assessed in connection with the transactions contemplated herein. Seller and Buyer will each be responsible for one-half of any escrow fees. Seller will be responsible all recording fees, except the recording fees associated with the Deed and those recording fees relating to Buyer’s financing, which shall be the sole responsibility of Buyer). Seller will be solely liable for the title insurance premium required for a standard ALTA title policy, or Oklahoma equivalent, and Buyer will be solely responsible for any premium associated with any endorsements thereto or non-standard title coverage. All costs not specifically allocated herein shall be allocated in accordance with local custom, as advised by the Escrow Agent.
(d) All rights, privileges, income, rents, liabilities, obligations, expenses and costs relating to the assignment and transfer of the Contract Rights, Records and Plans, Guarantees if any and Warranties and Licenses and Permits shall be paid by Seller at Closing.
Prorations and Charges. All apportionments and/or prorations for ad valorem property taxes, community association fees, solid waste and governmental fees and utility bills for services that cannot be terminated as of the Closing Date will be prorated at Closing based upon actual figures to the extent available, or, if not available, based upon the most current information available on the basis of the actual days within the applicable period. If any of the apportionments and/or prorations cannot be calculated accurately based on actual figures on the Closing Date, then they will be calculated based on Seller’s good faith estimates thereof and will not be re- prorated. Buyer shall be responsible for all prorated fees for the Closing Date.
Prorations and Charges. Seller shall (or shall cause the Company to) pay all Taxes and assessments relating to the Owned Real Property for any Tax year prior to the real estate Tax year in which the Closing occurs shall be paid in full on or before the Closing Date or deposit (or cause the Company to deposit) in escrow with the Title Company for payment to the relevant Tax authority an amount sufficient to fully discharge the same. Real Property Taxes for the current Tax year shall be prorated between Seller and Buyer as of the Closing Date on a daily, pro-rata basis based upon the latest available estimates of the amount thereof or the actual amount of such Taxes. In the event that the actual amount of any such Taxes for an applicable Tax period is not known as of the Closing Date, the proration of such Taxes shall be made based upon the latest available Tax figures, and when the actual Tax bills for such Taxes for the applicable Tax period is received by either Buyer (or the Company) or Seller, such party shall provide notice of its receipt and a copy of such bills to the other and, if necessary, they shall thereafter promptly make a cash settlement based upon the actual Tax bills. In addition, all other operating expenses associated with the Owned Real Property shall be prorated as of the Closing Date.
Prorations and Charges. All real estate taxes and assessments affecting the Premises are paid by Purchaser according to the Lease (hereinafter defined). There shall be no tax proration between the parties for real estate tax and assessments at closing. Seller has no obligation to pay any unpaid real estate taxes and assessments specifically attributable to the Premises.
Prorations and Charges. With respect to any taxable period including the Closing Date, the parties shall prorate and apportion, on a per diem basis, as of the close of business on the Closing Date, the personal property taxes and assessments, both general and special, for the Assets, based upon the last available tax statement. If the actual real and personal property taxes paid by any party in respect of the period of the proration exceed the amount so pro rated, the other party shall, upon presentation of appropriate paid tax bills, reimburse the first party for such excess. In addition, Seller shall be charged the cost of discharging any and all financial encumbrances, including, but not limited to, all deeds of trusts, mortgages and mechanics and materialmen's liens on the Land, unless any of the foregoing is a Permitted Exception or Permitted Encumbrance. With respect to Leased Land, the parties shall prorate, as of the close of business on the Closing Date, to the extent relevant rent, real estate taxes, operating costs and any other amounts due under the applicable Real Estate Lease. If the pro rata amounts are not known as of the Closing Date, adjustments shall be made post Closing at such time as they are known to the parties. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall pay any federal, state or local sales, use, excise, transfer, conveyance taxes or registration costs or similar taxes, or fees (including any mortgage tax or other similar governmental charges) arising in connection with the transactions contemplated by this Agreement.
Prorations and Charges. Real estate taxes for the year of Closing and annual municipal or special district assessments, including, without limitation, any community facilities district, lienable water and sewer rentals (and trash, if applicable), license, or permit and inspection fees, and assessments relating to each homeowners’ association (“HOA”) and planned community affecting the Property, if any, will be apportioned as of the Closing Date between Buyer and Seller on the basis of the actual days within the applicable period.
Prorations and Charges. All Taxes relating to the Land for any tax year prior to the real estate tax year in which the Closing occurs shall be paid in full by Sellers on or before the Closing Date or an amount sufficient to fully discharge the same shall be deposited in escrow with the Title Company for payment to the relevant Tax authority. Real property Taxes for the current tax year shall be prorated between Sellers and Buyer as of the Closing Date on a daily, pro-rata basis based upon the latest available estimates of the amount thereof or the actual amount of such Taxes. If the pro rata amounts are not known as of the Closing Date, adjustments shall be made post-Closing at such time as they are known to the parties. Buyer and Sellers shall each pay one-half of the escrow fees and cancellation fees to the Title Company. The following costs shall be paid by Buyer: (a) all costs attributable to the issuance of the Title Commitments and any amendments or modifications thereto, endorsements, title searches and title policies ordered in accordance with Section 3.4(b); (b) the costs and expenses of the Survey pursuant to Section 3.6; and (c) documentary, transfer or stamp fees and other customary Closing costs, such as recording fees.
Prorations and Charges. The parties shall prorate and apportion, on a calendar year basis, as of the close of business on the Closing Date, the real estate taxes and assessments, both general and special, for the Land, based upon the last available tax statement. If the actual real estate taxes paid by Buyer in respect of the period of the proration exceed the credit given Buyer at closing for such taxes, Seller shall, upon presentation of appropriate paid tax bills, reimburse Buyer for any amounts incurred by Buyer for such taxes in excess of prorated credit. In addition, Seller shall be charged the following closing costs: (a) the state and local real estate transfer and similar taxes and conveyance fees; and (b) the cost of discharging any and all financial encumbrances, including all deeds of trusts, mortgages and mechanics and materialmen's liens on the Land. With respect to Leased Land, the parties shall prorate rent, insurance costs, real estate taxes, operating costs (e.g., CAMs) and any other amounts due under the applicable Real Estate Lease. If the pro rata amounts are not known as of the Closing Date, adjustments shall be made post closing at such time as they are known to the parties.
Prorations and Charges. All Taxes and assessments relating to the Owned Real Property and any personal property or other ad valorem Taxes for any Tax year prior to the Tax year in which the Closing occurs shall be paid in full by Seller on or before the Closing Date or an amount sufficient to fully discharge the same shall be deposited in escrow with the Title Company for payment to the relevant Tax authority. Real Property Taxes and any personal property or other ad valorem Taxes for the current Tax year shall be prorated between Seller and Buyer as of the Closing Date on a daily, pro-rata basis based upon the latest available estimates of the amount thereof or the actual amount of such Taxes. In the event that the actual amount of any such Taxes for an applicable Tax period is not known as of the Closing Date, the proration of such Taxes shall be made based upon the latest available Tax figures, and when the actual Tax bills for such Taxes for the applicable Tax period is received by either Buyer or Seller, such party shall provide notice of its receipt and a copy of such bills to the other party and, if necessary, the parties shall thereafter promptly make a cash settlement based upon the actual Tax bills. Notwithstanding the foregoing, all prorations and allocations contemplated by this Section 6.4 which are not completed at the time of the Closing may be reflected in, and allocated in connection with, the calculations of the Actual True-Up Amount and the Adjustment Amount.
Prorations and Charges. A. Real property taxes shall be prorated and apportioned as of the Closing Date, except that Seller and Purchaser shall each be responsible for one-half (1/2) of any deferred, or rollback taxes and any assessments or other requirements imposed as a condition to or as a result of the rezoning or reclassification of the Property.
