Prorations and Expenses. The following items, except as specifically provided in this Contract to the contrary, shall be prorated as of 12:01 a.m. Eastern Time (the “Adjustment Time”) on the Flying J Closing Date (as hereinafter defined), and shall increase or decrease the Flying J Purchase Price to be paid by Buyer on the Flying J Closing Date, as follows: a. Any rent under the Flying J Lease which has actually been received by Seller as of the Flying J Closing Date shall be prorated based on the actual number of days in the month in which the Flying J Closing occurs, with any rent allocable to the period following the Adjustment Time to be credited to Buyer, it being understood and agreed that if there is any arrearage in such rent as of the Flying J Closing, Buyer shall have the sole right to collect and keep such arrearage from and after the Flying J Closing; b. [Intentionally Omitted;] c. Real estate and personal property taxes and assessments shall be prorated on the basis of the tax xxxx for the tax year in which the Flying J Closing occurs and the number of days in such period the Property will have been owned by Seller and Buyer, respectively (provided that there shall be no such proration of such taxes and assessments to the extent that it is the obligation of the Flying J Tenant to pay same under the Flying J Lease); and d. Any other items, the credit or proration of which are necessary to fairly allocate the benefits and burdens of ownership of the Property, which such items shall be prorated in accordance with customary practices in the jurisdiction in which the applicable Flying J Property is located. In the event that accurate prorations and other adjustments cannot be made at the Flying J Closing because current bills are not available or the amount to be adjusted is not yet ascertainable, the Parties shall prorate on the best available information. All prorations under this Section 3 shall be final and binding at the Final J Closing and shall be paid in immediately available federal funds wire transferred between Buyer and Seller as applicable.
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Samples: Real Estate Sale Contract, Real Estate Sale Contract (Spirit MTA REIT), Real Estate Sale Contract
Prorations and Expenses. (a) The following itemsprorations, except as specifically provided set forth in this Contract to the contrary, shall be prorated made as of 12:01 a.m. Eastern Time (the “Adjustment Time”) on the Flying J Closing Date (as hereinafter defined“Proration Date”), and shall increase or decrease it being agreed between the Flying J Purchase Price to be paid by Buyer on Parties that the Flying J Closing Date, as follows:
a. Any rent under the Flying J Lease which has actually been received by Seller as of the Flying J Closing Date shall be prorated based on an income and expense day for Purchaser, and shall be applied to reduce or increase the actual number balance of days in the month in which the Flying J Closing occursPurchase Price, as applicable:
(i) All general real estate taxes and other similar items (including, without limitation, special and other assessments) with any rent allocable respect to the period following Real Property and related to the Adjustment Time to be credited to Buyer, it being understood and agreed that if there is any arrearage in such rent as of Personal Property for the Flying J Closing, Buyer shall have the sole right to collect and keep such arrearage from and after the Flying J Closing;
b. [Intentionally Omitted;]
c. Real estate and personal property taxes and assessments current tax year shall be prorated on the due date basis as of the tax xxxx Closing Date with such taxes deemed paid in advance. All general real estate or personal property taxes payable after the Closing Date shall be paid by Purchaser. Any installments of special or other assessments affecting the Property which are due and payable for the tax year in which period prior to the Flying J Closing occurs Date shall be paid by Seller at the Closing, and the number any installments of days in such period special or other assessments affecting the Property will have been owned by Seller which are due and Buyer, respectively (provided that there payable for the period subsequent to the Closing Date shall be no paid by Purchaser. Purchaser shall pay all sales, transfer or other similar taxes related to the Personal Property, if any. The term “general real estate taxes” as used in this Section 6(a)(i) includes general assessments, including, without limitation, regular annual assessments payable to any property owner’s association - but does not include rollback or deferred taxes which shall be paid by the Purchaser without contribution from the Seller even if such proration of such rollback or deferred taxes are applicable to a period prior to the Closing; Real Estate Sale Contract 4
(ii) Gas, water, electricity, heat, fuel, sewer and assessments other utilities and operating expenses relating to the Real Property (to the extent that it is not the obligation responsibility of a tenant, if any) shall be prorated through the Proration Date (with any utility deposits payable solely to Seller);
(iii) All rents due from tenants under the Leases (the “Rent”) from tenants shall be prorated through the Proration Date. All Rent collected by Purchaser after the Closing shall be applied first to all amounts due under the applicable Lease at the time of collection (i.e., current Rent and sums due Purchaser as the current owner and landlord) with the balance, if any, to be applied to unpaid Rent accruing prior to the Closing Date. Rent due and owing to Seller under this Section shall be remitted to Seller by Purchaser within fifteen (15) days of receipt. During the six (6) month period following the Closing, Purchaser shall use good faith commercially reasonable efforts to recover any Rent (or other tenant charge) arrearages, if any, in respect of the Flying J Tenant period prior to pay same the Closing Date; provided, however, that Purchaser shall not be required to incur any material cost or commence any legal proceeding in connection therewith. Seller (upon notification to Purchaser) shall be entitled to sxx any tenant, before and/or after the Closing, for any delinquent Rent or other tenant charges due to Seller (and not previously paid to Seller) under the Flying J LeaseLeases, so long as such suit does not seek a termination of the Lease or eviction of such tenant and is commenced at least ninety (90) days after the Closing Date. Seller’s rights, and the restrictions thereon, under this Section shall survive the Closing.
(iv) The Parties acknowledge that (a) the Real Property has been and remains subject to an environmental enforcement action initiated and/or overseen by one (1) or more governmental agencies (the “Environmental Enforcement Action”) and is currently classified as a “facility” under Michigan law due to certain existing environmental releases and contamination; (b) Seller and/or its predecessor(s)-in-title entered into a consent decree and similar agreement in connection with the Environmental Enforcement Action, including the EPA Statement of Basis and Final Decision (collectively, the “EPA Agreement”); and(c) the EPA Agreement requires, among other things, ongoing environmental remediation, monitoring, and/or mitigation in connection with the Real Property (collectively, the “Environmental Liabilities”); (d) in order to memorialize their allocation of responsibility for compliance with, performance of, and prospective liability under, the EPA Agreement and the Environmental Liabilities, the Parties shall execute and deliver at the Closing an agreement substantially in the form attached hereto and made a part hereof as Exhibit I (the “Corrective Measures Implementation Agreement”) and (e) Purchaser shall post the financial assurances as described in the Corrective Measures Implementation Agreement to the satisfaction of Seller and the United States Environmental Protection Agency. Real Estate Sale Contract 5
d. Any (v) If there are any other items, the credit or proration of which are necessary to fairly allocate the benefits and burdens of ownership of the Property, which such items shall be prorated in accordance with customary practices in the jurisdiction in which the applicable Flying J Property is located. In the event that accurate prorations and other adjustments cannot be made at the Flying J Closing because current pursuant to local custom, including those required by any Service Contract, which is assumed by Purchaser. Those items for which actual bills are not available at the Closing shall be prorated based upon the good faith estimates or the amount to be adjusted previous month’s or year’s bxxx(s), as applicable. To the extent that information necessary for any proration or adjustment required is not yet ascertainableavailable at the Closing, or that information received in that regard is inaccurate, all such matters will be re-prorated upon the receipt of correct information; provided, however, all final prorations shall be made within ninety (90) days after the Closing.
(b) At the Closing, Seller shall pay one-half (1/2) of the cost of the Closing Escrow (defined below), if any. At the Closing, Purchaser shall pay (i) the cost of obtaining the Survey; (ii) the cost of the Title Commitment, search and exam fees, if any, the Title Policy, and the cost of any endorsements to the Title Policy, reasonably required by Seller; (iii) one half (1/2) of the cost of the Closing Escrow, if any; (iv) the cost of the Purchaser’s Studies (defined below); (v) the amount of any stamp or transfer tax imposed by the City and any county ordinance, and the State of Michigan and shall meet any other requirements as established by the City ordinance with regard to the transfer tax and the amount of any stamp or transfer tax imposed by county ordinance or State of Michigan statute on the transfer of title; all financing-related fees; and (vi) all recording charges for the Deed (defined below) and all documents. Except as otherwise provided for in this Contract, the Parties shall prorate on each be solely responsible for the best available information. All prorations under this Section 3 shall be final fees and binding at the Final J Closing disbursements of their respective counsel and shall be paid in immediately available federal funds wire transferred between Buyer and Seller as applicableother professional advisors.
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