Common use of Prorations, Closing Costs and Adjustments Clause in Contracts

Prorations, Closing Costs and Adjustments. (a) All prorations, adjustments, and final utility readings shall be made as of 11:59 p.m. of the day preceding the Closing Date (the “Adjustment Date”). (b) General real estate and personal property taxes and assessments or any other governmental tax or charge in respect of the Property (to the extent applicable) shall be prorated based on the fiscal period for which assessed, except that if the Closing shall occur before the actual amounts are known, apportionment with respect to the Property shall be based on the rate and valuation shown on the last available tax bills (the “Closing Tax Bills”), but subject to further adjustment as provided below. (c) Final readings and final xxxxxxxx for any utilities supplied to the Property and not paid for by the tenant or occupant(s) thereof, shall be made as of the Adjustment Date. the Borough shall pay all such outstanding amounts due, or if not reflected on a final billing, accrued, as of such time based on the most receipted issued bills therefor, or such amounts shall be credited to Purchaser at Closing. (d) The Borough shall be responsible for the costs of preparing the Deed and the cost of recording any lien or mortgage discharges. Purchaser shall be responsible for the following amounts at Closing: recording costs associated with the Deed, the cost of the Title Policy (as defined in Section 4 of this Agreement) premium, the cost of the title search and examination, the cost of all realty transfer taxes, and the cost of the Survey (as defined in Section 4 of this Agreement). Each Party shall pay its respective attorneys’, consultants’, and experts’ fees. Any fees charged by the Title Company, as identified herein, not otherwise provided for by this Agreement shall be borne by Purchaser. (e) Any prorations to which Purchaser may be entitled by reason of the foregoing shall be credited against the Purchase Price to be paid at Closing. Any prorations to which the Borough may be entitled by reason of the foregoing shall be paid by Purchaser to the Borough at Closing in addition to the Purchase Price. (f) Except as otherwise expressly provided in this Agreement to the contrary, the Borough shall be responsible for and bear all operating expenses relative to the Property (and shall be entitled to all revenue generated by or income arising from the Property) accruing on or prior to the Closing Date, and Purchaser shall be responsible for and bear all operating expenses for the Property (and shall be entitled to all revenue generated by or income arising from the Property) accruing after the Closing Date. Prorations of items under this Section 3 shall be made at Closing based on the best information available to the Parties, with an adjustment and reconciliation to the extent necessary made within ninety (90) days of Closing, and with payment from one Party to the other (to the extent required) to be made within thirty (30) days following such reconciliation. Such prorations, as so adjusted, shall be considered final and binding for all purposes absent mistake of fact. This Section 3(f) shall survive the Closing.

Prorations, Closing Costs and Adjustments. (a) All The following items shall be apportioned between Seller and Purchaser as of midnight of the day preceding the Closing Date: (i) Real estate taxes, assessments and sewer use charges. (ii) rent, parking charges, laundry machine and vending machine revenues and other amounts paid by tenants if, as and when received. (iii) fuel and other utilities (including, without limitation, electricity, water and gas). (iv) personal property taxes, if any. (v) such other items as are customarily adjusted in connection with commercial real estate transactions of this type. (b) Purchaser shall receive a credit at Closing against the Purchase Price for the aggregate security deposit liability under the Leases, including, without limitation, any and all interest accrued thereon through the Closing Date. (c) Seller shall pay the conveyance taxes applicable to the transfer of the Property. Purchaser shall pay all recording fees. The fees and expenses of the Escrow Agent in connection with the administration of this Agreement, if any, shall be borne equally by Seller and Purchaser. (d) Except as provided in subparagraph (e) below with respect to Delinquent Rents, all prorations, adjustments, adjustments and final utility readings credits made and determined as provided herein shall be made final as of 11:59 p.m. the Closing Date; provided, however, that if subsequent to the Closing Date an error or omission in the determination or computation of any of such prorations, adjustments or credits shall be discovered, immediately upon discovery thereof the appropriate adjustments required to correct such error or omission shall be made. Except as expressly provided herein, the purpose and intent as to the provisions of prorations and apportionments set forth herein is that Seller shall bear all expenses of ownership and operation of the Property accruing through midnight at the end of the day preceding the Closing Date (the “Adjustment Date”). (b) General real estate and personal property taxes and assessments or any other governmental tax or charge in respect of the Property (to the extent applicable) Purchaser shall bear all such expenses accruing thereafter. Any items not specifically listed herein but shall be prorated based on the fiscal period for which assessed, except that if the Closing shall occur before the actual amounts are known, apportionment with respect to the Property shall be based on the rate and valuation shown on the last available tax bills (the “Closing Tax Bills”), but subject to further adjustment adjusted as provided below. (c) Final readings and final xxxxxxxx for any utilities supplied to the Property and not paid for by the tenant or occupant(s) thereof, shall be made as of the Adjustment Date. the Borough shall pay all such outstanding amounts due, or if not reflected on a final billing, accrued, as of such time based on the most receipted issued bills therefor, or such amounts shall be credited to Purchaser aforesaid at Closing. (d) The Borough . This provision shall be responsible for survive the costs of preparing the Deed and the cost of recording any lien or mortgage discharges. Purchaser shall be responsible for the following amounts at Closing: recording costs associated with the Deed, the cost of the Title Policy (as defined in Section 4 of this Agreement) premium, the cost of the title search and examination, the cost of all realty transfer taxes, and the cost of the Survey (as defined in Section 4 of this Agreement). Each Party shall pay its respective attorneys’, consultants’, and experts’ fees. Any fees charged by the Title Company, as identified herein, not otherwise provided for by this Agreement shall be borne by Purchaser. (e) Any prorations With regard to which Delinquent Rents as set forth in the schedule delivered to Purchaser may be entitled pursuant to Section 11(e) above: (i) the first rents received by reason of Purchaser after the foregoing Closing Date from any tenant on such certificate shall be credited against applied first to then current rents due from such tenant and any amount remaining after such application (but in no event in excess of six month's rent payable by such tenant, including the Purchase Price to be paid at Closing. Any prorations to month in which the Borough may be entitled by reason of the foregoing Closing shall occur,) shall be paid by Purchaser to Seller on account of such Delinquent Rents, provided, however, that Purchaser shall have the Borough at Closing in addition right to deduct therefrom the Purchase Pricecosts of collection of such Delinquent Rents. (fii) Except as otherwise expressly provided in this Agreement to the contrary, the Borough shall be responsible for and bear all operating expenses relative to the Property (and shall be entitled to all revenue generated by or income arising from the Property) accruing on or prior to the Closing Date, and Purchaser shall not be responsible for and bear all operating expenses for obligated to incur any expense or institute any action or proceeding to collect any such Delinquent Rents, nor shall Purchaser be prohibited from terminating any lease as the Property (and shall be entitled to all revenue generated by or income arising from the Property) accruing after the Closing Date. Prorations result of items under this Section 3 shall be made at Closing based on the best information available to the Parties, with an adjustment and reconciliation to the extent necessary made within ninety (90) days of Closing, and with payment from one Party to the other (to the extent required) to be made within thirty (30) days following such reconciliation. Such prorations, as so adjusted, shall be considered final and binding for all purposes absent mistake of fact. This Section 3(f) shall survive the Closingdelinquencies.

Prorations, Closing Costs and Adjustments. (a) The following items shall be apportioned between Seller and Purchaser as of midnight of the day preceding the Closing Date: (i) Real estate taxes, assessments and sewer use charges. (ii) rent, parking charges, laundry machine and vending machine revenues and other amounts paid by tenants if, as and when received. (iii) fuel and other utilities (including, without limitation, electricity, water and gas). (iv) personal property taxes, if any. (v) such other items as are customarily adjusted in connection with commercial real estate transactions of this type. (b) Purchaser shall receive a credit at Closing against the Purchase Price for the aggregate security deposit liability under the Leases, including, without limitation, any and all interest accrued thereon through the Closing Date. (c) If on the Closing Date any tenant is in arrears in the payment of rent or has not paid the rent payable by it for the month in which the Closing occurs (whether or not it is in arrears for such month on the Closing Date), any rents received by Purchaser or Seller from such tenant after the Closing Date shall be paid to Purchaser. Purchaser shall use commercially reasonable efforts (not including eviction) to collect any rents which relate solely to a rental period prior to the Closing Date. If such amounts are recovered by Purchaser, Seller shall be paid the amount in respect of past due amounts recovered net of reasonable attorney's fees and costs of collection incurred by Purchaser. With respect to any rents recovered by Purchaser from any tenant after the Closing Date, Purchaser may apply such rents first to any rents owed for the period after the Closing Date and any amount received in excess of such rentals shall be payable to Seller for application to any arrearage arising prior to the Closing Date as hereinafter defined. Notwithstanding the foregoing, if as of the expiration of the sixth full calendar month following the Closing Date, any tenant that was, as of the Closing Date, in arrears less than 3 months in the payment of rent under its lease has, from and after the Closing Date, made monthly payments of rent in accordance with the lease for such 6 month period and, in addition, has not been served with a notice to quit by Purchaser, then, with respect to such tenants only, Purchaser shall, within ten days after the expiration of such six month period, remit to Seller an amount equal to the aggregate arrearages of such tenant (less any amounts previously received by Seller in respect of such arrearages) Seller shall not pursue collection of any rentals owed by tenants as of the Closing Date. The provisions of this Paragraph shall survive the Closing. (d) Purchaser shall pay the conveyance taxes applicable to the transfer of each Property. Purchaser shall pay all recording fees. The fees and expenses of the Escrow Agent in connection with the administration of this Agreement, if any, shall be borne equally by Seller and Purchaser. (e) All prorations, adjustments, adjustments and final utility readings credits made and determined as provided herein shall be made final as of 11:59 p.m. the Closing Date; provided, however, that if subsequent to the Closing Date an error or omission in the determination or computation of any of such prorations, adjustments or credits shall be discovered, immediately upon discovery thereof the appropriate adjustments required to correct such error or omission shall be made. Except as expressly provided herein, the purpose and intent as to the provisions of prorations and apportionments set forth herein is that Seller shall bear all expenses of ownership and operation of the Property accruing through midnight at the end of the day preceding the Closing Date (the “Adjustment Date”). (b) General real estate and personal property taxes and assessments or any other governmental tax or charge in respect of the Property (to the extent applicable) Purchaser shall bear all such expenses accruing thereafter. Any items not specifically listed herein but shall be prorated based on the fiscal period for which assessed, except that if the Closing shall occur before the actual amounts are known, apportionment with respect to the Property shall be based on the rate and valuation shown on the last available tax bills (the “Closing Tax Bills”), but subject to further adjustment adjusted as provided below. (c) Final readings and final xxxxxxxx for any utilities supplied to the Property and not paid for by the tenant or occupant(s) thereof, shall be made as of the Adjustment Date. the Borough shall pay all such outstanding amounts due, or if not reflected on a final billing, accrued, as of such time based on the most receipted issued bills therefor, or such amounts shall be credited to Purchaser at Closing. (d) The Borough shall be responsible for the costs of preparing the Deed and the cost of recording any lien or mortgage discharges. Purchaser shall be responsible for the following amounts at Closing: recording costs associated with the Deed, the cost of the Title Policy (as defined in Section 4 of this Agreement) premium, the cost of the title search and examination, the cost of all realty transfer taxes, and the cost of the Survey (as defined in Section 4 of this Agreement). Each Party shall pay its respective attorneys’, consultants’, and experts’ fees. Any fees charged by the Title Company, as identified herein, not otherwise provided for by this Agreement shall be borne by Purchaser. (e) Any prorations to which Purchaser may be entitled by reason of the foregoing shall be credited against the Purchase Price to be paid aforesaid at Closing. Any prorations to which the Borough may be entitled by reason of the foregoing shall be paid by Purchaser to the Borough at Closing in addition to the Purchase Price. (f) Except as otherwise expressly provided in this Agreement to the contrary, the Borough shall be responsible for and bear all operating expenses relative to the Property (and shall be entitled to all revenue generated by or income arising from the Property) accruing on or prior to the Closing Date, and Purchaser shall be responsible for and bear all operating expenses for the Property (and shall be entitled to all revenue generated by or income arising from the Property) accruing after the Closing Date. Prorations of items under this Section 3 shall be made at Closing based on the best information available to the Parties, with an adjustment and reconciliation to the extent necessary made within ninety (90) days of Closing, and with payment from one Party to the other (to the extent required) to be made within thirty (30) days following such reconciliation. Such prorations, as so adjusted, shall be considered final and binding for all purposes absent mistake of fact. This Section 3(f) provision shall survive the Closing.

Prorations, Closing Costs and Adjustments. (a) The following items shall be apportioned between Seller and Purchaser as of midnight of the day preceding the Closing Date: (i) Real estate taxes, assessments and sewer use charges. (ii) rent, parking charges, laundry machine and vending machine revenues and other amounts paid by tenants if, as and when received. (iii) fuel and other utilities (including, without limitation, electricity, water and gas). (iv) personal property taxes, if any. (v) such other items as are customarily adjusted in connection with commercial real estate transactions of this type. (b) Purchaser shall receive a credit at Closing against the Purchase Price for the aggregate security deposit liability under the Leases, including, without limitation, any and all interest accrued thereon through the Closing Date. (c) If on the Closing Date any tenant is in arrears in the payment of rent or has not paid the rent payable by it for the month in which the Closing occurs (whether or not it is in arrears for such month on the Closing Date), any rents received by Purchaser or Seller from such tenant after the Closing Date shall be paid to Purchaser. Purchaser shall use commercially reasonable efforts (not including eviction) to collect any rents which relate solely to a rental period prior to the Closing Date. If such amounts are recovered by Purchaser, Seller shall be paid the amount in respect of past due amounts recovered net of reasonable attorney's fees and costs of collection incurred by Purchaser. With respect to any rents recovered by Purchaser from any tenant after the Closing Date, Purchaser may apply such rents first to any rents owed for the period after the Closing Date and any amount received in excess of such rentals shall be payable to Seller for application to any arrearage arising prior to the Closing Date as hereinafter defined. . Notwithstanding the foregoing, if as of the expiration of the sixth full calendar month following the Closing Date, any tenant that was, as of the Closing Date, in arrears less than 3 months in the payment of rent under its lease has, from and after the Closing Date, made monthly payments of rent in accordance with the lease for such 6 month period and, in addition, has not been served with a notice to quit by Purchaser, then, with respect to such tenants only, Purchaser shall, within ten days after the expiration of such six month period, remit to Seller an amount equal to the aggregate arrearages of such tenant (less any amounts previously received by Seller in respect of such arrearages) Seller Seller shall not pursue collection of any rentals owed by tenants as of the Closing Date. The provisions of this Paragraph shall survive the closing. (d) Purchaser shall pay the conveyance taxes applicable to the transfer of the Property. Purchaser shall pay all recording fees. The fees and expenses of the Escrow Agent in connection with the administration of this Agreement, if any, shall be borne equally by Seller and Purchaser. (e) All prorations, adjustments, adjustments and final utility readings credits made and determined as provided herein shall be made final as of 11:59 p.m. the Closing Date; provided, however, that if subsequent to the Closing Date an error or omission in the determination or computation of any of such prorations, adjustments or credits shall be discovered, immediately upon discovery thereof the appropriate adjustments required to correct such error or omission shall be made. Except as expressly provided herein, the purpose and intent as to the provisions of prorations and apportionments set forth herein is that Seller shall bear all expenses of ownership and operation of the Property accruing through midnight at the end of the day preceding the Closing Date (and Purchaser shall bear all such expenses accruing thereafter. Notwithstanding the “Adjustment Date”). (b) General real estate and personal property taxes and assessments or any other governmental tax or charge in respect of the Property (to the extent applicable) shall be prorated based on the fiscal period for which assessedforegoing, except that if the Closing shall occur before the actual amounts are known, apportionment with respect to the Property shall be based on the rate and valuation shown on the last available tax bills (the “Closing Tax Bills”), but subject to further adjustment as provided below. (c) Final readings and final xxxxxxxx for any utilities supplied to the Property and not paid for by the tenant or occupant(s) thereof, shall be made as of the Adjustment Date. the Borough shall pay all such outstanding amounts due, or if not reflected on a final billing, accrued, as of such time based on the most receipted issued bills therefor, or such amounts shall be credited to Purchaser at Closing. (d) The Borough shall be responsible for the costs of preparing the Deed and the cost of recording any lien or mortgage discharges. Purchaser shall be responsible for the following amounts at Closing: recording costs associated with the Deed, the cost expiration of the Title Policy (as defined in Section 4 of this Agreement) premium, the cost of the title search and examination, the cost of all realty transfer taxes, and the cost of the Survey (as defined in Section 4 of this Agreement). Each Party shall pay its respective attorneys’, consultants’, and experts’ fees. Any fees charged by the Title Company, as identified herein, not otherwise provided for by this Agreement shall be borne by Purchaser. (e) Any prorations to which Purchaser may be entitled by reason of the foregoing shall be credited against the Purchase Price to be paid at Closing. Any prorations to which the Borough may be entitled by reason of the foregoing shall be paid by Purchaser to the Borough at Closing in addition to the Purchase Price. (f) Except as otherwise expressly provided in this Agreement to the contrary, the Borough shall be responsible for and bear all operating expenses relative to the Property (and shall be entitled to all revenue generated by or income arising from the Property) accruing on or prior to sixth full calendar month following the Closing Date, any tenant that was, as of the Closing Date, in arrears less than 3 months in the payment of rent under its lease has, from and Purchaser shall be responsible for and bear all operating expenses for the Property (and shall be entitled to all revenue generated by or income arising from the Property) accruing after the Closing Date. Prorations , made monthly payments of rent in accordance with the lease for such 6 month period and, in addition, has not been served with a notice to quit by Purchaser, then, with respect to such tenants only, Purchaser shall, within ten days after the expiration of such six month period, remit to Seller an amount equal to the aggregate arrearages of such tenant (less any amounts previously received by Seller in respect of such arrearages) Any items under this Section 3 not specifically listed herein but shall be made adjusted as aforesaid at Closing based on the best information available to the Parties, with an adjustment and reconciliation to the extent necessary made within ninety (90) days of Closing, and with payment from one Party to the other (to the extent required) to be made within thirty (30) days following such reconciliation. Such prorations, as so adjusted, shall be considered final and binding for all purposes absent mistake of fact. This Section 3(f) provision shall survive the Closing.

Prorations, Closing Costs and Adjustments. (a) The following items shall be apportioned between Seller and Purchaser as of midnight of the day preceding the Closing Date: (i) Real estate taxes, assessments and sewer use charges. (ii) Rent, parking charges, laundry machine and vending machine revenues and other amounts paid by tenants if, as and when received. (iii) That portion of the interest on security deposits under the Leases which shall be permitted to be retained by the landlord thereunder pursuant to law or the Leases. (iv) Fuel and other utilities (including, without limitation, electricity, water and gas). (v) Personal property taxes, if any. (vi) Such other items as are customarily adjusted in connection with commercial real estate transactions of this type. (b) Purchaser shall receive a credit at Closing against the Purchase Price for the aggregate security deposit liability under the Leases through the Closing Date. (c) Seller shall pay the conveyance taxes applicable to the transfer of the Property. Purchaser shall pay recording fees. (d) All prorations, adjustments, adjustments and final utility readings credits made and determined as provided herein shall be made final as of 11:59 p.m. the Closing Date; provided, however, that if subsequent to the Closing Date an error or omission in the determination or computation of any of such prorations, adjustments or credits shall be discovered, immediately upon discovery thereof the appropriate adjustments required to correct such error or omission shall be made. Except as expressly provided herein, the purpose and intent as to the provisions of prorations and apportionments set forth herein is that Seller shall bear all expenses of ownership and operation of the Property accruing through midnight at the end of the day preceding the Closing Date (the “Adjustment Date”). (b) General real estate and personal property taxes and assessments or any other governmental tax or charge in respect of the Property (to the extent applicable) Purchaser shall bear all such expenses accruing thereafter. Any items not specifically listed herein but shall be prorated based on the fiscal period for which assessed, except that if the Closing shall occur before the actual amounts are known, apportionment with respect to the Property shall be based on the rate and valuation shown on the last available tax bills (the “Closing Tax Bills”), but subject to further adjustment adjusted as provided below. (c) Final readings and final xxxxxxxx for any utilities supplied to the Property and not paid for by the tenant or occupant(s) thereof, shall be made as of the Adjustment Date. the Borough shall pay all such outstanding amounts due, or if not reflected on a final billing, accrued, as of such time based on the most receipted issued bills therefor, or such amounts shall be credited to Purchaser aforesaid at Closing. (d) The Borough . This provision shall be responsible for survive the costs of preparing the Deed and the cost of recording any lien or mortgage discharges. Purchaser shall be responsible for the following amounts at Closing: recording costs associated with the Deed, the cost of the Title Policy (as defined in Section 4 of this Agreement) premium, the cost of the title search and examination, the cost of all realty transfer taxes, and the cost of the Survey (as defined in Section 4 of this Agreement). Each Party shall pay its respective attorneys’, consultants’, and experts’ fees. Any fees charged by the Title Company, as identified herein, not otherwise provided for by this Agreement shall be borne by Purchaser. (e) Any prorations Prior to which or on the Closing Date, Seller shall deliver to Purchaser may be entitled a certificate, signed by reason Seller, setting forth the name of each tenant delinquent in the foregoing payment of any rents and setting forth the amount of such delinquent rents (the "Delinquent Rents") and, with regard to such Delinquent Rents: (i) the rents received by Purchaser after the Closing Date from any tenant on such certificate shall be credited against the Purchase Price applied first to be paid at Closing. Any prorations to which the Borough may be entitled then current rents due from such tenant and any amount remaining after such application (but in no event in excess of two month's rents payable by reason of the foregoing such tenant) shall be paid by Purchaser to Seller on account of such Delinquent Rents; provided, however, that Purchaser shall have the Borough at Closing right to deduct therefrom the costs of collection of such Delinquent Rents; (ii) Purchaser shall not be obligated to incur any expense or institute any action or proceeding to collect any such Delinquent Rents, nor shall Purchaser be prohibited from terminating any lease as the result of such delinquencies; and (iii) in addition the event any tenant shall pay any rents with an indication that it intends to contest such rents or the amount thereof, such rents shall not be apportioned but shall be held by Purchaser subject to the Purchase Priceoutcome of the tenant's contest. (f) Except as otherwise expressly provided in this Agreement to the contrary, the Borough shall be responsible for and bear all operating expenses relative to the Property (and shall be entitled to all revenue generated by or income arising from the Property) accruing on or prior to the Closing Date, and Purchaser shall be responsible for and bear all operating expenses for the Property (and shall be entitled to all revenue generated by or income arising from the Property) accruing after the Closing Date. Prorations of items under this Section 3 shall be made at Closing based on the best information available to the Parties, with an adjustment and reconciliation to the extent necessary made within ninety (90) days of Closing, and with payment from one Party to the other (to the extent required) to be made within thirty (30) days following such reconciliation. Such prorations, as so adjusted, shall be considered final and binding for all purposes absent mistake of fact. This Section 3(f) shall survive the Closing.