Common use of Prorations and Closing Costs Clause in Contracts

Prorations and Closing Costs. (a) Seller and Buyer agree to adjust, as of 11:59 p.m. Pacific Time on the day prior to the Closing Date, the following (collectively, the “Proration Items”): real estate and personal property taxes and assessments (subject to the terms of Section 9.5(c) below), utility bills (except as hereinafter provided), and collected Rents and other income from the Property (subject to the terms of Section 9.5(b) below). Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and through the day prior to the Closing Date, and Xxxxx will be charged and credited for all of the Proration Items relating to the period from and after the Closing Date. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Xxxxxx and submitted to Buyer for Xxxxx’s approval prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Xxxxx and Seller and delivered to the Escrow Agent for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Buyer to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Buyer (if the preliminary prorations result in a net credit to Buyer) by increasing or reducing the cash to be delivered by Buyer in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received (not to exceed one hundred eighty (180) days after Closing), re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Buyer. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Buyer. Final readings and final xxxxxxxx for utilities will be made if possible as of the Closing Date, in which event no proration will be made at Closing with respect to utility bills (and Seller shall be responsible for xxxxxxxx prior to Closing and Buyer shall be responsible for xxxxxxxx on and after Closing). Seller will be entitled to all deposits presently in effect with the utility providers (and shall not receive a credit at Closing for such deposits), and Buyer will be obligated to make its own arrangements for deposits with the utility providers. The provisions of this Section 9.5 will survive the Closing for twelve (12) months.

Prorations and Closing Costs. 9.6.1 (a) Seller and Buyer agree to adjust, as of 11:59 p.m. Pacific Time on the day prior to immediately preceding the Closing Date, the following (collectively, the “Proration Items”): real estate and personal property taxes and assessments (subject to the terms of Section 9.5(c) below)assessments, utility bills (except as hereinafter provided), and collected Rents and other income from the Property (subject to the terms of Section 9.5(b9.6.1(b) below)) and Operating Expenses (subject to the terms of 9.6.1(c) below) payable by the owner of the Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and through the day prior to but not including the Closing Date, and Xxxxx Buyer will be charged and credited for all of the Proration Items relating to the period from and after the Closing Date, such that Buyer shall be deemed to own the Property and therefore be entitled to any revenue and be responsible for any expenses of the Property for the entire day upon which the Closing occurs. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Xxxxxx Seller and submitted to Buyer the Title Company and Buyer, for XxxxxBuyer’s approval approval, no less than three (3) business days prior to the Closing Date (the “Closing Proration Statement”). The Closing Proration Statement, once agreed upon, upon by Buyer and Seller shall be signed used by Xxxxx the Title Company in preparing the settlement statement to be executed and delivered by Buyer and Seller at Closing (the “Settlement Statement”) and delivered to the Escrow Agent for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Buyer to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Buyer (if the preliminary prorations result in a net credit to Buyer) ), in each case by increasing or reducing the cash to be delivered by Buyer in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of three (3) business days prior to the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received (except as provided in Section 9.6.1(c), not to exceed one hundred eighty (180) 120 days after Closing), re-prorations will be made on the basis of the actual figures, and a final cash settlement will shall be made between Seller and Buyer. No prorations will be made in relation to insurance premiums, The Title Company shall prepare and Seller’s insurance policies will not be assigned to Buyer. Final readings and final xxxxxxxx for utilities will be made if possible as of deliver the Closing Date, in which event no proration will be made at Closing with respect to utility bills (and Seller shall be responsible for xxxxxxxx prior to Closing and Buyer shall be responsible for xxxxxxxx on and after Closing). Seller will be entitled to all deposits presently in effect with the utility providers (and shall not receive a credit at Closing for such deposits), and Buyer will be obligated to make its own arrangements for deposits with the utility providers. The provisions of this Section 9.5 will survive the Closing for twelve (12) months.Settlement

Prorations and Closing Costs. 9.6.1. (a) Seller and Buyer agree to adjust, as of 11:59 p.m. Pacific Time on the day prior to immediately preceding the Closing Date, the following (collectively, the “Proration Items”): real estate and personal property taxes and assessments (subject to the terms of Section 9.5(c) below)assessments, utility bills (except as hereinafter provided), and collected Rents and other income from the Property (subject to the terms of Section 9.5(b9.6.l(b) below)) and Operating Expenses (subject to the terms of 9.6.1(c) below) payable by the owner of the Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and through the day prior to but not including the Closing Date, and Xxxxx Buyer will be charged and credited for all of the Proration Items relating to the period from and after the Closing Date, such that Buyer shall be deemed to own the Property and therefore be entitled to any revenue and be responsible for any expenses of the Property for the entire day upon which the Closing occurs. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Xxxxxx Seller and submitted to Buyer the Title Company and Buyer, for XxxxxBuyer’s approval approval, no less than three (3) business days prior to the Closing Date (the “Closing Proration Statement”). The Closing Proration Statement, once agreed upon, upon by Buyer and Seller shall be signed used by Xxxxx the Title Company in preparing the settlement statement to be executed and delivered by Buyer and Seller at Closing (the “Settlement Statement”) and delivered to the Escrow Agent for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Buyer to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Buyer (if the preliminary prorations result in a net credit to Buyer) ), in each case by increasing or reducing the cash to be delivered by Buyer in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of three (3) business days prior to the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received (except as provided in Section 9.6.1(C), not to exceed one hundred eighty (180) 120 days after Closing), re-prorations will be made on the basis of the actual figures, and a final cash settlement will shall be made between Seller and Buyer. The Title Company shall prepare and deliver the Settlement Statement to Buyer and Seller for approval no later than two (2) business days prior to the Closing Date. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Buyer. , Final readings and final xxxxxxxx for utilities will be made if possible as of the Closing Date, in which event no proration will be made at the Closing with respect to utility bills (and Seller shall be responsible for xxxxxxxx prior to Closing and Buyer shall be responsible for xxxxxxxx on and after Closing)bills. Seller will be entitled to recover from the utility providers all deposits presently in effect with the utility providers (and shall not receive a credit at Closing for such deposits)providers, and Buyer will be obligated to make its own arrangements for deposits with the utility providers. The Except as provided in Section 9.6.1(c), the provisions of this Section 9.5 9.6.l(a) will survive the Closing for twelve (12) months.

Prorations and Closing Costs. (a) Seller Subject to this Section 10.4 below, all real and Buyer agree personal property taxes and assessments, including, without limitation, supplemental taxes, if any; water, sewer and utility charges (calculated on the basis of the period covered); and any other expenses normal to adjustthe operation and maintenance of the Property, shall all be prorated as of 11:59 p.m. Pacific Time the Closing, on the basis of a 360 day year. If, prior to the Closing, Seller has commenced any contest or filed any objection with any applicable taxing authority as to real property taxes and assessments attributable to the Real Property for the period prior to the Closing Date, Seller shall have the right to continue such proceeding following (collectively, the “Proration Items”): real estate and personal property taxes and assessments (subject to the terms of Section 9.5(c) below), utility bills (except as hereinafter provided), and collected Rents and other income from the Property (subject to the terms of Section 9.5(b) below). Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and through the day prior to the Closing Date, and Xxxxx will be charged and credited for all of the Proration Items relating any refunds attributable to the any period from and after the Closing Date. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Xxxxxx and submitted to Buyer for Xxxxx’s approval prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Xxxxx and Seller and delivered to the Escrow Agent for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing to and retained by Seller, and Buyer shall have no interest therein. To the extent that Buyer is required by law to participate in any such tax contest, Buyer agrees to reasonably cooperate with Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Buyer (if the preliminary prorations result in a net credit to Buyer) by increasing or reducing the cash such proceeding. Any expense to be delivered by Buyer in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are prorated as provided above which cannot known be ascertained with certainty as of the Closing Date, the prorations will Date shall be made at Closing prorated on the basis of the best evidence then available; thereafterparties’ reasonable estimates of such amounts and shall be the subject of a final proration as soon thereafter as the precise amounts can be ascertained, when actual figures are received (not to exceed but in no event later than one hundred eighty (180) days after the Closing). A statement setting forth such agreed proration shall be delivered to the Title Company, re-prorations will be made on provided the basis of the actual figures, and a final cash settlement will be made between Seller and Buyer. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will Title Company shall not be assigned required to Buyercalculate any such prorations. Final readings and final xxxxxxxx for utilities will be made if possible as of the Closing Date, in which event no proration will be made at Closing with respect to utility bills (and Seller shall be responsible for xxxxxxxx prior to Closing and Buyer shall be responsible for xxxxxxxx on each cooperate with the other diligently and after Closingpromptly to correct any errors in computations or estimates under this Section 10.4(a) and shall promptly pay to the party entitled thereto any refund, credit or other payment necessary to comply with this Section 10.4(a). Seller will be entitled to all deposits presently in effect with the utility providers (and This Section 10.4(a) shall not receive a credit at Closing for such deposits), and Buyer will be obligated to make its own arrangements for deposits with the utility providers. The provisions of this Section 9.5 will survive the Closing. Either party owing the other party a sum of money based on adjustments made to prorations after the Closing shall promptly pay that sum to the other party, together with interest thereon at the rate of ten percent (10%) per annum from the date of demand for twelve payment to the date of payment, if payment is not made within ten (1210) monthsdays after demand therefor.

Prorations and Closing Costs. 9.5.1 (a1) Seller and Buyer agree to adjust, as of 11:59 p.m. Pacific Time on the day prior to immediately preceding the Closing DateDate (the “Proration Time”), the following (collectively, the “Proration Items”): real estate and personal property taxes and assessments (subject to the terms of Section 9.5(c9.5.1(b) below), utility bills (except as hereinafter provided), and collected Rents and other income from the Property (subject to the terms of Section 9.5(b9.5.1(b) below)) and Operating Expenses (subject to the terms of Section 9.5.1(c) below) payable by the owner of the Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and through including the day prior to the Closing DateProration Time, and Xxxxx Buyer will be charged and credited for all of the Proration Items relating to the period from and after the Closing DateProration Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Xxxxxx Seller and submitted to Buyer for XxxxxBuyer’s approval prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Xxxxx Buyer and Seller and delivered to the Escrow Agent for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Buyer to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Buyer (if the preliminary prorations result in a net credit to Buyer) by increasing or reducing the cash to be delivered by Buyer in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing DateProration Time, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received (not to exceed one hundred eighty (180) 120 days after Closingclosing), re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Buyer. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Buyer. Final readings and final xxxxxxxx for utilities will be made if possible as of the Closing DateProration Time, in which event no proration will be made at Closing with respect to utility bills (and Seller shall be responsible for xxxxxxxx prior to Closing and Buyer shall be responsible for xxxxxxxx on and after Closing)bills. Seller will be entitled to all deposits presently in effect with the utility providers (and shall not receive a credit at Closing for such deposits)providers, and Buyer will be obligated to to, make its own arrangements for deposits with the utility providers. The provisions of this Section 9.5 9.5.1(a) will survive the Closing for a period of twelve (12) months.

Prorations and Closing Costs. (a) Seller and Buyer agree to adjust, as of 11:59 p.m. Pacific Time on the day prior to immediately preceding the Closing DateDate (the "Proration Time"), the following (collectively, the “"Proration Items”"): any interest relating to the Pool II Loan, real estate and personal property taxes and assessments (subject relating to the terms of Section 9.5(c) below), utility bills (except as hereinafter provided), and collected Rents and other income from the Property (subject to the terms of Section 9.5(b7.2.6(b) below), utility bills and any other operating expenses relating to the Property (except as hereinafter provided), including, but not limited to, premiums relating to Environmental Insurance, in accordance with Section 2.5, fees and costs incurred in connection with complying with the ISRA requirements, and collected Rents (subject to the terms of Section 7.2.6(b) below). Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and through including the day prior to the Closing DateProration Time, and Xxxxx Buyer will be charged and credited for all of the Proration Items relating to the period from and after the Proration Time. At Closing, Buyer shall be entitled to a credit in the amount of the cash Tenant Deposits which exist at Closing. In addition, if any of the Tenant Deposits are in the form of letters of credit, such letters of credit shall be assigned to Cabot at Closing, if assignable. If any such letters of credit are not assignable, Seller shall reasonably cooperate with Buyer, provided that Seller shall not be responsible for incurring any expenses or liabilities beyond those which are de minimus, in order to have such letters of credit replaced with new letters of credit naming Cabot as the named beneficiary. Seller shall retain all of the cash accounts held by Cabot as of the Closing Date. Such preliminary estimated No Closing prorations shall be set forth on a the preliminary closing statement to be prepared by Xxxxxx Seller and submitted to Buyer for Xxxxx’s Buyer's approval prior to the Closing Date (the “"Closing Statement”"). The Closing Statement, once agreed upon, shall be signed by Xxxxx Buyer and Seller and delivered to the Escrow Agent for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for belowAgent. The preliminary proration shall be paid at Closing by Buyer to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Buyer (if the preliminary prorations result in a net credit to Buyer) by increasing or reducing the cash to be delivered by Buyer in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the No prorations will be made at Closing the Closing. All prorations will be made on the basis of Proration Date and shall be included in the best evidence then available; adjustments to be made at that time. In the event that such amounts cannot be determined by the Proration Date, adjustments will be made thereafter, when actual figures are received (not to exceed one hundred eighty (180) 365 days after the Closing), re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Buyer. No Except with respect to the Environmental Insurance, no prorations will be made in relation to insurance premiums, and Seller’s 's insurance policies will not be assigned to Buyer. Final readings and final xxxxxxxx billings for utilities will be made if possible as of the Closing DateProration Tixx, in which xx xhich event no proration will be made at Closing Proration Date with respect to utility bills (and Seller shall be responsible for xxxxxxxx prior to Closing and Buyer shall be responsible for xxxxxxxx on and after Closing)bills. Seller will be entitled to all deposits presently in effect with the utility providers (and shall not receive a credit at Closing for such deposits)providers, and Buyer will be obligated to make its own arrangements for deposits with the utility providers. The provisions of this Section 9.5 7.2.6(a) will survive the Closing for a period of twelve (12) months.

Prorations and Closing Costs. (a) Seller and Buyer agree to adjust, Real estate taxes shall be prorated as of 11:59 p.m. Pacific Time the Closing Date based on the day current tax xxxx so that Seller bears all such taxes applicable to the period prior to the Closing Date, the following (collectively, the “Proration Items”): real estate and personal property Buyer bears all such taxes and assessments (subject to the terms of Section 9.5(c) below), utility bills (except as hereinafter provided), and collected Rents and other income from the Property (subject to the terms of Section 9.5(b) below). Seller will be charged and credited for the amounts of all of the Proration Items relating applicable to the period up to and through the day prior to the Closing Date, and Xxxxx will be charged and credited for all of the Proration Items relating to the period from on and after the Closing Date. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Xxxxxx and submitted to Buyer for Xxxxx’s approval prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Xxxxx and Seller and delivered to the Escrow Agent for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Buyer to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Buyer (if the preliminary prorations result in a net credit to Buyer) by increasing or reducing the cash to be delivered by Buyer in payment of the Purchase Price at the Closing. If the actual amounts amount of the Proration Items ad valorem taxes for the current year are not known as of the Closing Dateavailable, the prorations amount of ad valorem taxes for the prior year will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received (not to exceed one hundred eighty (180) days after Closing), re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Buyerused. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Buyer. Final readings and final xxxxxxxx for utilities will be made if possible as of the Closing Date, in which event no proration will be made at Closing with respect to utility bills (and Seller shall be responsible for xxxxxxxx prior the payment of the premium attributable to Closing the Title Policy to the extent applicable to the standard coverage portion, and Buyer shall be responsible for xxxxxxxx on the payment of the premium attributable to the extended coverage portion of the Title Policy in the event the same is issued as an Extended Policy and after Closing​ ​ any endorsements desired by Buyer (unless the endorsement is required in order for Seller to remove an exception to which Buyer has given timely objection and which Seller has agreed to remove, in which case, Seller shall bear the cost of such endorsement). Any costs incurred by Buyer to preserve the Property as of the Closing Date (including, but not limited to any repairs, mitigation measures and security costs) shall be Seller’s costs and submitted to Escrow Holder to be offset against the Purchase Price. Except as may be expressly set forth in this Agreement to the contrary, Seller will be entitled to shall pay all deposits presently in effect with the utility providers (recording fees and documentary transfer taxes, Buyer and Seller shall not receive a credit at Closing for such deposits)each pay one-half of Escrow Holder’s fee, and Buyer will all other closing costs shall be obligated divided and borne in accordance with common escrow practices in Tunica County, Mississippi. Prior to make its own arrangements for deposits with the utility providers. The provisions of this Section 9.5 will survive the Closing Date, Escrow Holder shall prepare and deliver to Buyer and Seller for twelve (12) monthsreview and approval estimated closing statements setting forth the foregoing prorations and allocations of closing costs. Notwithstanding the foregoing or anything to the contrary herein, except to the extent such items are liens against the Property or otherwise obligations relating to Seller or the Property, which shall remain Seller’s obligations and to the extent recorded or filed and known at Closing, shall be paid through escrow as Seller costs, any abatements, concessions, incentives or reimbursements relating to the Property or its operations, received by Buyer, including but not limited to any such incentives from the State of Mississippi and Tunica County, shall be Buyer’s property and for the benefit of Buyer; to the extent any such incentives are received by Seller after the Effective Date, such incentives shall be paid over to or otherwise reimbursed to Buyer, as Buyer’s property.

Prorations and Closing Costs. (a) Seller and Buyer agree to adjust, as of 11:59 p.m. Pacific Time on the day prior to immediately preceding the Closing Date, in accordance with the applicable provisions of this Section 9.6, the following (collectively, the “Proration Items”): real estate and personal property Taxes, Personal Property taxes and assessments (subject to the terms of Section 9.5(c) below)utility bills, utility bills including water and sewer charges (except as hereinafter provided), and collected Rents and other income from the Property (subject to the terms of Section 9.5(b) below). Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and through including 11:59 p.m. on the day prior to immediately preceding the Closing Date, and Xxxxx Buyer will be charged and credited for all of the Proration Items relating to the period from and after the Closing Date. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Xxxxxx Seller and submitted to Buyer for Xxxxx’s Buyer's reasonable approval prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Xxxxx and Seller and delivered to the Escrow Agent for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Buyer to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Buyer (if the preliminary prorations result in a net credit to Buyer) by increasing or reducing the cash to be delivered by Buyer in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received (not to exceed one hundred eighty (180) 120 days after Closing), re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Buyer. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Buyer. Final readings and final xxxxxxxx for utilities will be made if possible as of the Closing Date, in which event no proration will be made at Closing with respect to utility bills (and Seller shall be responsible for xxxxxxxx prior to Closing and Buyer shall be responsible for xxxxxxxx on and after Closing)bills. Seller will be entitled to all deposits presently in effect with the utility providers (and shall not receive a credit at Closing for such deposits)providers, and Buyer will be obligated to make its own arrangements for future deposits with the utility providers. The provisions of this Section 9.5 9.6(a) will survive the Closing for twelve (12) months.

Prorations and Closing Costs. 9.6.1 (a) Seller and Buyer agree to adjust, as of 11:59 p.m. Pacific Time on the day prior to immediately preceding the Closing Date, the following (collectively, the “Proration Items”): real estate and personal property taxes and assessments (subject to the terms of Section 9.5(c) below)assessments, utility bills (except as hereinafter provided), and collected Rents and other income from the Property (subject to the terms of Section 9.5(b9.6.1(b) below)) and Operating Expenses (subject to the terms of 9.6,1(c) below) payable by the owner of the Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and through the day prior to but not including the Closing Date, and Xxxxx Buyer will be charged and credited for all of the Proration Items relating to the period from and after the Closing Date, such that Buyer shall be deemed to own the Property and therefore be entitled to any revenue and be responsible for any expenses of the Property for the entire day upon which the Closing occurs. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Xxxxxx Seller and submitted to Buyer the Title Company and Buyer, for XxxxxBuyer’s approval approval, no less than three (3) business days prior to the Closing Date (the “Closing Proration Statement”). The Closing Proration Statement, once agreed upon, upon by Buyer and Seller shall be signed used by Xxxxx the Title Company in preparing the settlement statement to be executed and delivered by Buyer and Seller at Closing (the “Settlement Statement”) and delivered to the Escrow Agent for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Buyer to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Buyer (if the preliminary prorations result in a net credit to Buyer) ), in each case by increasing or reducing the cash to be delivered by Buyer in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of three (3) business days prior to the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received (except as provided in Section 9.6.1(c), not to exceed one hundred eighty (180) 120 days after Closing), re-prorations reprorations will be made on the basis of the actual figures, and a final cash settlement will shall be made between Seller and Buyer. The Title Company shall prepare and deliver the Settlement Statement to Buyer and Seller for approval no later than two (2) business days prior to the Closing Date. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Buyer. Final readings and final xxxxxxxx for utilities will be made if possible as of the Closing Date, in which event no proration will be made at the Closing with respect to utility bills (and Seller shall be responsible for xxxxxxxx prior to Closing and Buyer shall be responsible for xxxxxxxx on and after Closing)bills. Seller will be entitled to recover from the utility providers all deposits presently in effect with the utility providers (and shall not receive a credit at Closing for such deposits)providers, and Buyer will be obligated to make its own arrangements for deposits with the utility providers. The Except as provided in Section 9.6.1(c), the provisions of this Section 9.5 9.6.1(a) will survive the Closing for twelve (12) months.

Prorations and Closing Costs. 9.5.1 (a) Seller and Buyer agree to adjust, as of 11:59 p.m. Pacific Time on the day prior to immediately preceding the Closing DateDate (the "PRORATION TIME"), the following (collectively, the “Proration Items”"PRORATION ITEMS"): real estate and personal property taxes and assessments (subject to the terms of Section 9.5(cSECTION 9.5.1(B) below), utility bills (except as hereinafter provided), and collected Rents and other income from the Property (subject to the terms of Section 9.5(bSECTION 9.5.1(B) below)) and Operating Expenses (subject to the terms of SECTION 9.5.1(C) below) payable by the owner of the Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and through including the day prior to the Closing DateProration Time, and Xxxxx Buyer will be charged and credited for all of the Proration Items relating to the period from and after the Closing DateProration Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Xxxxxx Seller and submitted to Buyer for Xxxxx’s Buyer's approval prior to the Closing Date (the “Closing Statement”"CLOSING STATEMENT"). The Closing Statement, once agreed upon, shall be signed by Xxxxx Buyer and Seller and delivered to the Escrow Agent for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Buyer to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Buyer (if the preliminary prorations result in a net credit to Buyer) by increasing or reducing the cash to be delivered by Buyer in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing DateProration Time, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received (not to exceed one hundred eighty (180) 120 days after Closingclosing), re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Buyer. No prorations will be made in relation to insurance premiums, and Seller’s 's insurance policies will not be assigned to Buyer. Final readings and final xxxxxxxx for utilities will be made if possible as of the Closing DateProration Time, in which event no proration will be made at Closing with respect to utility bills (and Seller shall be responsible for xxxxxxxx prior to Closing and Buyer shall be responsible for xxxxxxxx on and after Closing)bills. Seller will be entitled to all deposits presently in effect with the utility providers (and shall not receive a credit at Closing for such deposits)providers, and Buyer will be obligated to make its own arrangements for deposits with the utility providers. The provisions of this Section 9.5 SECTION 9.5.1(A) will survive the Closing for a period of twelve (12) months.

Prorations and Closing Costs. (a) Seller and Buyer agree to adjust, as of 11:59 p.m. Pacific Time on the day prior to immediately preceding the Closing DateDate (the “Cut-Off Time”), in accordance with the applicable provisions of this Section 9.6, the following (collectively, the “Proration Items”): real estate and personal property taxes and assessments (subject to the terms of Section 9.5(c) below)assessments, utility bills (except as hereinafter provided), payments paid or due under Contracts, revenues from guest rooms and other facilities at the Property and collected Rents and other income from Operating Expenses payable by the Property (subject Seller with respect to the terms of Section 9.5(b) below)Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and through including the day prior to the Closing DateCut-Off Time, and Xxxxx Buyer will be charged and credited for all of the Proration Items relating to the period from and after the Closing DateCut-Off Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Xxxxxx Seller and submitted to Buyer for XxxxxBuyer’s reasonable approval prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Xxxxx Buyer and Seller and delivered to the Escrow Agent for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Buyer to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Buyer (if the preliminary prorations result in a net credit to Buyer) by increasing or reducing the cash to be delivered by Buyer in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received (not to exceed one hundred eighty (180) 180 days after Closing), re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Buyer. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Buyer. Final readings and final xxxxxxxx for utilities will be made if possible as of the Closing Date, in which event no proration will be made at Closing with respect to utility bills (and Seller shall be responsible for xxxxxxxx prior to Closing and Buyer shall be responsible for xxxxxxxx on and after Closing)bills. Seller will be entitled to all deposits presently in effect with the utility providers (and shall not receive a credit at Closing for such deposits)providers, and Buyer will be obligated to make its own arrangements for future deposits with the utility providers. The provisions of this Section 9.5 9.6(a) will survive the Closing for twelve (12) months.

Prorations and Closing Costs. The following items shall be prorated and paid at Closing: (ai) Seller and Buyer agree to adjust, as of 11:59 p.m. Pacific Time ad valorem taxes on the day prior to Purchased Assets shall be prorated on a calendar year basis through the Closing Date, the following ; and (collectively, the “Proration Items”): real estate and personal property taxes and ii) assessments (subject payable by Seller to the terms of Section 9.5(c) below)St. Xxxxx Property Owners' Association, utility bills (except as hereinafter provided), and collected Rents and other income from the Property (subject to the terms of Section 9.5(b) below). Seller will Inc. shall be charged and credited for the amounts of all of the Proration Items relating to the period up to and prorated through the day prior to the Closing Date, and Xxxxx will be charged and credited for all of the Proration Items relating to the period from and after the Closing Date. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Xxxxxx and submitted to Buyer for Xxxxx’s approval prior to the Closing Date (the “Closing Statement”). The Closing StatementAll late listing penalties, once agreed uponif any, shall be signed paid by Xxxxx and Seller and delivered to the Escrow Agent for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for belowClosing. The preliminary proration Seller shall be paid at Closing responsible for any documentary transfer taxes imposed by Buyer to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Buyer (if the preliminary prorations result in a net credit to Buyer) by increasing or reducing the cash to be delivered by Buyer in payment reason of the Purchase Price at transfer of the Purchased Assets to Purchaser as provided herein and any deficiency, interest or penalty asserted with respect thereto. Purchaser shall pay the fees and costs of recording or filing the Deed. Seller shall be responsible for all utilities used on the Real Property or otherwise in connection with the Business prior to Closing and Purchaser shall be responsible for all such utilities used after Closing. If the actual amounts of the Proration Items are not known Ad valorem taxes shall be prorated as of the Closing DateDate based on the current tax bills for the Purchased Assets, the prorations will be made at Closing if then available, or if not, on the basis of the best evidence then available; thereafter, when actual latest available tax figures are received (not and information. Should any proration be based on such latest available tax figures and information prove to exceed one hundred eighty (180) days after Closing), re-prorations will be made inaccurate on the basis receipt of the actual figurestax bills for any of the Purchased Assets for the year of the Closing, and a final cash settlement will be made between either Seller and Buyeror Purchaser, as the case may be, may demand at any time after the Closing payment from the other correction of such malapportionment. No prorations will be made in relation to insurance premiumsIn addition, and Seller’s insurance policies will not be assigned to Buyer. Final readings and final xxxxxxxx if after the Closing there is an adjustment or reassessment by any governmental authority with respect to, or affecting, any ad valorem taxes for utilities will be made if possible as any Purchased Assets for the year of the Closing Dateor any prior year, in which event no proration will any additional tax payment for any Purchased Assets required to be made at Closing paid with respect to utility bills (the year of the Closing shall be prorated between Purchaser and Seller, and Seller agrees to pay its prorated portion of any such additional tax payment for the year of Closing, plus the entire amount of any such additional tax payment for any prior year, to Purchaser within ten days after receipt of written notice from Purchaser. If after the Closing there is an adjustment or reassessment by any governmental authority with respect to, or affecting, any ad valorem taxes for any Purchased Assets for the year of the Closing or any prior year, any refund for any Purchased Assets with respect to the year of the Closing shall be prorated between Purchaser and Seller, and Seller shall be responsible receive the entire amount of any such refund for xxxxxxxx any prior to Closing and Buyer shall be responsible for xxxxxxxx on and after Closing). Seller will be entitled to all deposits presently in effect with the utility providers (and shall not receive a credit at Closing for such deposits), and Buyer will be obligated to make its own arrangements for deposits with the utility providers. The provisions of this Section 9.5 will survive the Closing for twelve (12) monthsyear.

Prorations and Closing Costs. (a) Seller and Buyer agree to adjust, as of 11:59 p.m. Pacific Time on the day prior to immediately preceding the Closing Date (the "Adjustment Date"), the following (collectively, the “"Proration Items”"): real estate Impositions, utility and personal property taxes and assessments fuel bills, collected Rents (subject to the terms of Section 9.5(c(b) below), utility bills Operating Expenses, Additional Rents (except as hereinafter provided), subject to the terms of Sections (c) and collected (d) below) and Percentage Rents and other income from the Property (subject to the terms of Section 9.5(b(e) below). Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and through including the day prior to the Closing Adjustment Date, and Xxxxx Buyer will be charged and credited for all of the Proration Items relating to the period from and after the Closing Adjustment Date. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Xxxxxx Seller and submitted to Buyer for Xxxxx’s Buyer's reasonable approval at least five (5) business days prior to the Closing Date (the “Closing "Adjustment Statement”"). Seller and Buyer shall enter into any proration agreements reasonably necessary to give effect to the provisions of this Section 9.9. The Closing Adjustment Statement, once agreed upon, shall be signed by Xxxxx Buyer and Seller and delivered to the Escrow Agent for purposes of making the preliminary proration adjustment at the Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at the Closing by Buyer to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Buyer (if the preliminary prorations result in a net credit to Buyer) by increasing or reducing the cash to be delivered by Buyer in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will shall be made at the Closing on the basis of the best evidence then available; thereafter, when actual figures are received (not to exceed one hundred eighty twelve (18012) days months after Closing), re-prorations will shall be made on the basis of the actual figures, and a final cash settlement will shall be made between Seller and Buyer. No prorations will shall be made in relation to insurance premiums, and Seller’s 's insurance policies will shall not be assigned to BuyerBuyer (except for the obligations, if any, to assign insurance proceeds to Buyer under Section 10.2). Final readings and final xxxxxxxx for utilities will shall be made if possible as of the Closing Date, in which event no proration will shall be made at the Closing with respect to utility bills (and bills. Seller shall be responsible for xxxxxxxx prior to Closing and Buyer shall be responsible for xxxxxxxx on and after Closing). Seller will be entitled to all deposits presently in effect with the utility providers (and shall not receive a credit at Closing for such deposits)providers, and Buyer will shall be obligated to make its own arrangements for deposits with the utility providers. The provisions of this Section 9.5 will 9.9(a) shall survive the Closing for twelve (12) months.

Prorations and Closing Costs. (a) (i) Seller and Buyer agree to adjust, as of 11:59 p.m. Pacific Time on the day prior to immediately preceding the Closing DateDate (the "Proration Time"), the following (collectively, the “"Proration Items”"): real estate and personal property taxes and assessments (subject to the terms of Section 9.5(c) below9.5(b)), utility bills (except as hereinafter provided), and collected Rents and other income from the Property (subject to the terms of Section 9.5(b)) belowand Operating Expenses (subject to the terms of Section 9.5(c)) payable by the owner of the Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and through including the day prior to the Closing DateProration Time, and Xxxxx Buyer will be charged and credited for all of the Proration Items relating to the period from and after the Closing DateProration Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Xxxxxx Seller and submitted to Buyer for Xxxxx’s Buyer's approval prior to the Closing Date (the “"Closing Statement”"). The Closing Statement, once agreed upon, shall be signed by Xxxxx Buyer and Seller and delivered to the Escrow Agent for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Buyer to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Buyer (if the preliminary prorations result in a net credit to Buyer) by increasing or reducing the cash to be delivered by Buyer in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing DateProration Time, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received (not to exceed one hundred eighty (180) 120 days after Closingclosing), re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Buyer. No prorations will be made in relation to insurance premiums, and Seller’s 's insurance policies will not be assigned to Buyer. Final readings and final xxxxxxxx for utilities will be made if possible as of the Closing DateProration Time, in which event no proration will be made at Closing with respect to utility bills (and Seller shall be responsible for xxxxxxxx prior to Closing and Buyer shall be responsible for xxxxxxxx on and after Closing)bills. Seller will be entitled to all deposits presently in effect with the utility providers (and shall not receive a credit at Closing for such deposits)providers, and Buyer will be obligated to make its own arrangements for deposits with the utility providers. The provisions of this Section 9.5 will survive the Closing for twelve (12) months.

Prorations and Closing Costs. (a) Seller and Buyer agree to adjust, as of 11:59 p.m. Pacific Time on the day prior to immediately preceding the Closing Date, the following (collectively, the “"Proration Items”"): real estate and personal property taxes and assessments (subject to the terms of Section 9.5(c) below)assessments, utility bills (except as hereinafter provided), and collected Rents all other revenues and other income from expenses payable to or by the Property (subject to owner of the terms of Section 9.5(b) below)Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and through including 11:59 p.m. on the day prior to immediately preceding the Closing Date, and Xxxxx Buyer will be charged and credited for all of the Proration Items relating to the period from and after the Closing Date. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Xxxxxx Seller and submitted to Buyer for Xxxxx’s Buyer's reasonable approval prior to the Closing Date (the “"Closing Statement”"). The Closing Statement, once agreed upon, shall be signed by Xxxxx Buyer and Seller and delivered to the Escrow Agent for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Buyer to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Buyer (if the preliminary prorations result in a net credit to Buyer) by increasing or reducing the cash to be delivered by Buyer in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received (not to exceed one hundred eighty (180) 120 days after Closingclosing), re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Buyer. No prorations will be made in relation to insurance premiums, and Seller’s 's insurance policies will not be assigned to Buyer. Final readings and final xxxxxxxx for utilities will be made if possible as of the Closing Date, in which event no proration will be made at Closing with respect to utility bills (and Seller shall be responsible for xxxxxxxx prior to Closing and Buyer shall be responsible for xxxxxxxx on and after Closing)bills. Seller will be entitled to all deposits presently in effect with the utility providers (and shall not receive a credit at Closing for such deposits)providers, and Buyer will be obligated to make its own arrangements for deposits with the utility providers. The provisions of this Section 9.5 9.6(a) will survive the Closing for twelve (12) months.