Prorations; Closing Costs. (a) The parties shall endeavor to cause the utility and service providers of Seller to open new accounts with Purchaser effective as of the Closing Date. If that cannot be accomplished, the amount due on any gas, electric, water, sewer, or other utility xxxx, or service contract relating to the Property shall be prorated between Seller and Purchaser as of the Closing Date, to the extent such utilities or service contracts are the obligation of the Seller and not a direct or indirect obligation of a tenant under any of the Leases. Any utility deposits made by Seller shall be and remain the property of Seller.
(b) All collected rents and other payments from each tenant under the Leases, including, but not limited to, base rent, additional rent, percentage rent (if any), and expense reimbursements, shall be prorated between Seller and Purchaser as of the Closing Date. The balance remaining from any security deposits or prepaid rent under the Leases held by Seller shall be credited to Purchaser (including the balance of estimated tax, insurance and common area maintenance payments made to Seller by tenants under the Leases net of any payments by Seller thereon). Purchaser agrees to indemnify and hold harmless Seller from and against any loss, cost or expense (including, but not limited to, attorneys’ fees and expenses) resulting from any claim for such deposits or prepaid rent actually paid or credited to Purchaser. If any rent or other payments under the Leases are in arrears as of the Closing Date (“Delinquent Rents”), the amount of any such Delinquent Rents which are collected by Purchaser shall be promptly paid by Purchaser to Seller after Closing. Purchaser shall be entitled to deduct from any such payment (i) Purchaser’s reasonable costs of collection incurred with respect to such Delinquent Rents (including attorneys’ fees), (ii) rents due for the month in which such payment is received by Purchaser, and (iii) rents from such tenant attributable to any period after the Closing that are past due on the date of receipt. Purchaser agrees to include in its normal invoicing of tenants an appropriate statement seeking collection of any Delinquent Rents. Seller may make reasonable efforts to collect Delinquent Rents from and after the Closing Date; provided, however, that Seller shall not be entitled to pursue any action for eviction of any tenant from the Property. The provisions of this Section shall survive Closing and shall not be merged therein.
(c) All r...
Prorations; Closing Costs. Seller, as an agency of the State of Idaho, is statutorily exempt from paying taxes and assessments (except irrigation district assessments pursuant to statute) on the Property. The State cannot be taxed by any County, City or other local governmental or other quasi-governmental entities, such as a water or sewer district related to a prior lessee or owner’s use. The County or other governmental or quasi-governmental entities may show past due taxes and/or assessments relating to a prior lessee or owner’s use of the Property, and are typically the obligation of the prior owner or lessee. Such taxes and assessments and utilities, and the entities capable of assessing such taxes and assessments are generally identified in the title commitment. If there are past due taxes and/or assessments, or unpaid utilities incurred by a prior owner or lessee of the Property, then the Property is and shall be sold subject to such taxes, assessments and utilities. Buyer shall pay the Closing Agent’s closing and escrow fees. Buyer shall also pay all other closing costs, including, but not limited to: 1) any and all commissions and fees of any agent or representative of Buyer, including, but not limited to, any broker, real estate agent or attorney representing Buyer; 2) recording fees for the cost of recording the State Deed; 3) the cost for title insurance or title insurance cancelation fees, at Buyer’s option; 4) lender fees, if any, together with any associated recording fees, if any; and, 5) any other cost, fee or expense which may reasonably be required in order for the transaction to close. All parties shall be responsible to pay their own attorney fees, if applicable.
Prorations; Closing Costs. Taxes and assessments for the current year and utilities constituting liens shall be prorated as of the date of closing. Seller shall pay the premium for the title insurance policy, real estate excise, transfer and/or conveyance taxes, the cost of conveyance tax stamps, if any, and one-half of Closing Agent's escrow fee. Buyer shall pay the cost of recording the statutory warranty deed, and one-half of Closing Agent's escrow fee and the difference in the cost of the premium between standard owner's and extended coverage.
Prorations; Closing Costs. Seller, as an agency of the State of Idaho, is statutorily precluded from paying taxes and most assessments on Endowment Land. The County or other governmental or quasi-governmental entities may show past due taxes and/or assessments relating to a prior lessee’s use of the Endowment Land and are typically the personal obligation of the prior lessee. Taxes and assessments and utilities for the current year, if any, shall be prorated between the prior lessee of record or owner of the Personal Property and Buyer as of the date of Closing. Xxxxx agrees to work with the prior lessee of record or the owner of the Personal Property outside of Closing if utilities cannot be reasonably ascertained at Closing or thereafter if adjustments need to be made between Buyer and such prior lessee or owner of the Personal Property. Seller shall pay one-half (1/2) of Closing Agent’s closing and escrow fees. Buyer shall pay one-half (1/2) of Closing Agent’s closing and escrow fees. In addition, Buyer shall pay all other closing costs and related auction expenses, including, but not limited to:
1) recording fees for the cost of recording the State Deed; 2) the cost for title insurance, at Buyer’s option; 3) lender fees, if any, together with any associated recording fees, if any; and, 4) any other cost, fee or expense which may reasonably be required in order for the transaction to close. All parties shall be responsible to pay their own attorney fees, if applicable. Seller shall prorate the lease payment with the prior lessee of record as of the date of Closing, and shall reimburse any difference outside of the Closing with the Closing Agent.
Prorations; Closing Costs. All taxes, assessments and charges of any kind assessable against the land or buildings or Units shall be payable according to the terms of the Declaration and as by law provided and will be prorated as of the Date of Closing, whether or not Buyer takes actual occupancy thereof. Except as herein provided, all closing costs in connection with this sale are to be paid by Buyer, including, without limitation, any mortgages and all costs related to obtaining same, all acknowledgment fees, all recording fees, the title insurance premium, the cost of drafting the conveyance document, one-half (½) of the escrow fee, and the applicable conveyance taxes. Seller will pay for its notary acknowledgment fees, and one-half (½) of the escrow fee. On the date specified in the Seller’s Pre-Closing Notice, Buyer will pay, in addition to the estimated closing costs and prorations, the Project start-up fee set forth in Paragraph 3 of Section III of this Agreement (being a non-refundable, non-transferable “start-up” fee for the Association), and one month’s estimated maintenance fees for the Unit. Escrow will pay said Project start-up fee and one month’s advance maintenance fee payment to the Association upon the Close of Escrow.
Prorations; Closing Costs. (a) The Sellers shall be responsible for (or entitled to receive, as the case may be) all taxes, rents, prepaid items and other similar items (“Pro-Rated Items”) attributable to the Transferred Assets (for the avoidance of doubt, excluding insurance premiums) for periods prior to the Effective Time, and the Buyer shall be responsible for (or entitled to receive, as the case may be) all Pro-Rated Items for periods after the Effective Time. Pro-Rated Items for periods beginning before and ending after the Effective Time shall be allocated between the Buyer, on the one hand, and the Sellers, on the other hand, in accordance with the provisions of this Section 3.4. The portion of each Pro-Rated Item allocated pursuant to this Section 3.4 to the portion of the applicable period ending at or prior to the Effective Time shall (i) in the case of any franchise taxes, sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any tax based on or measured by income or receipts, be determined on a closing of the books basis, and (ii) in the case of any other Pro-Rated Item, be determined on the basis of the proportional number of days in the relevant determination period for all days through but not including the Closing Date. The prorations shall be paid at Closing by the Buyer to the Sellers (if the prorations result in a net credit to the Sellers) or by the Sellers to the Buyer (if the prorations result in a net credit to the Buyer) by increasing or reducing the funds to be delivered by the Buyer in payment of the Purchase Price at Closing. If the actual amounts of any items to be prorated are not known as of the Closing Date, then such proration will be made at Closing on the basis of the best evidence then available; as soon as practicable after actual amounts are available, but in no event later than 90 days thereafter, re-prorations will be made on the basis of the actual amounts and a final cash settlement will be made between the Sellers, on the one hand, and the Buyer, on the other hand (which obligation will survive the transfer and conveyance of the Transferred Assets).
(b) Each of the Buyer, on the one hand, and the Sellers, on the other hand, shall pay and be responsible for 50% of all transfer fees and charges and/or transfer taxes applicable to the purchase and sale of the Transferred Assets pursuant to the transactions contemplated by this Agreement and any sales, use, excise, and any and all other taxes, together with any interes...
Prorations; Closing Costs. Taxes and assessments for the current year, collected rents, interest, prepaid premiums for insurance to be assigned to Buyer, if any, utilities constituting liens and other items of income and direct expense relating to the Property (including without limitation existing service or supply contracts, owner's association dues, etc.) shall be prorated as of the date of closing. On closing Seller either will assign and transfer to Buyer or give Buyer a credit in the amount of all tenant deposits, if any, held by Seller. Seller shall pay the premium for the title insurance policy, real estate excise taxes, the cost of conveyance tax stamps, assumption fees and charges except to the extent agreed to be paid by Buyer, the cost of recording the deed of trust given to Seller hereunder, if any, and one-half of Closing Agent's escrow fee. Buyer shall pay the cost of recording the statutory warranty deed, the amount of any assumption fees or charges agreed to be paid by Buyer herein, one-half (1/2) of Closing Agent's escrow fee, and sales tax applicable to personal property, if any. If any personal property taxes have been levied or assessed against the personal property, such taxes payable during the calendar year in which this sale closes shall be paid in full by Seller and taxes payable during the following calendar year shall be prorated as if they were payable during the current calendar year. All such personal property taxes shall be determined and paid on a
Prorations; Closing Costs. Seller, as an agency of the State of Idaho, is statutorily precluded from paying taxes and assessments on Endowment Land. The State cannot be taxed by any County, City or other local governmental or other quasi-governmental entities, such as a water or sewer district related to a prior lessee’s use. The County or other governmental or quasi-governmental entities may show past due taxes and/or assessments relating to a prior lessee’s use of the Endowment Land and are typically the personal obligation of the prior lessee. Such taxes and assessments and utilities, and the entities capable of assessing such taxes and assessments are generally identified in the title commitment. If there are past due taxes and/or assessments, or unpaid utilities incurred by a prior lessee of the Endowment Land, then the Endowment Land is and shall be sold subject to such taxes, assessments and utilities. Seller shall pay one-half (1/2) of Closing Agent’s closing and escrow fees. Buyer shall pay one-half (1/2) of Closing Agent’s closing and escrow fees. In addition, Buyer shall pay all other closing costs and related auction expenses, including, but not limited to: 1) recording fees for the cost of recording the State Deed; 2) the cost for title insurance, at Buyer’s option; 3) lender fees, if any, together with any associated recording fees, if any; and 4) any other cost, fee or expense which may reasonably be required in order for the transaction to close. All parties shall be responsible to pay their own attorney fees, if applicable.
Prorations; Closing Costs. All fees, taxes, utilities, charges and similar items shall be prorated to the date of Closing and paid for by the party responsible for such items under the Lease. All prorations and apportionments between Seller and Buyer pursuant to this Section shall be effective as 11:59 p.m. Eastern Time, on the day prior to Closing.
Prorations; Closing Costs. Seller, as an agency of the State of Idaho, is statutorily precluded from paying taxes and most assessments on Endowment Land. The County or other governmental or quasi-governmental entities may show past due taxes and/or assessments relating to a prior lessee’s use of the Endowment Land and are typically the personal obligation of the prior lessee. Taxes and assessments and utilities for the current year, if any, shall be prorated between the prior lessee of record or owner of the Personal Property and Buyer as of the date of Closing. Buyer agrees to work with the prior lessee of record or the owner of the Personal Property outside of Closing if utilities cannot be reasonably ascertained at Closing or thereafter if adjustments need
1) recording fees for the cost of recording the State Deed; 2) the cost for title insurance, at Buyer’s option; 3) lender fees, if any, together with any associated recording fees, if any; and, 4) any other cost, fee or expense which may reasonably be required in order for the transaction to close. All parties shall be responsible to pay their own attorney fees, if applicable. Seller shall prorate the lease payment with the prior lessee of record as of the date of Closing, and shall reimburse any difference outside of the Closing with the Closing Agent.
