Prorations Generally. Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date, all items of income and expense attributable to the Property (collectively, the “Proration Items”). Without limiting the generality of the foregoing, the Proration Items shall include real estate and personal property taxes and assessments (subject to the terms of Section 5(h) below), utility bills (except as hereinafter provided), collected Rents and License Fees (subject to the terms of Section 5(g) below), and insurance premiums. Seller will be charged and credited for the amount of all of the Proration Items relating to the period prior to the Closing Date, and Purchaser will be charged and credited for all of the Proration Items relating to the period from and after the Closing Date. The preliminary estimated closing prorations shall be set forth on preliminary seller’s and purchaser’s closing statements to be prepared by the Title Company and submitted to Seller and Purchaser (as applicable) for approval prior to the Closing Date. The preliminary seller’s closing statement, when approved by Seller (the “Seller’s Statement”) shall be signed by Seller and delivered to the Title Company at or prior to Closing; the preliminary purchaser’s closing statement, when approved by Purchaser (the “Purchaser’s Statement” and, together with the Seller’s Statement, the “Closing Statements”) shall be signed by Purchaser and delivered to the Title Company at or prior to Closing. The preliminary proration adjustment (which shall be subject to the final cash settlement provided for below) shall be made in accordance with the Closing Statements. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. Unless otherwise set forth in this Section 5 with respect to any particular Proration Item, 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, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser on or prior to the date that is 180 days after ...
Prorations Generally. Seller and Purchaser shall receive debits and credits against the Purchase Price pursuant to this Article 10. In the case of any adjustment to be made at Closing, such adjustment shall be set forth on a settlement statement (“Settlement Statement”) executed by Seller and Purchaser, and the portion of the Purchase Price payable pursuant to Section 2.2.2.3 shall be increased or decreased to reflect such adjustment. In the case of any adjustment to be made after Closing, Purchaser and Seller shall make such adjustment by payment of immediately available funds to the other party within five (5) days of the date such adjustment is determined.
Prorations Generally. A statement of prorations and other adjustments shall be prepared by Seller in conformity with the provisions of this Article 3 and submitted to Buyer for review and approval not less than two (2) business days prior to the Closing Date. For purposes of making prorations, Buyer shall be deemed to be in title to the Property and entitled to the income from and responsible for the expenses thereof, on the Closing Date.
Prorations Generally. [UNDER REVIEW BY BUYER; IF WE ARE IN AGREEMENT THAT THE HOTEL WILL NOT BE OPENED OR OPERATED PRIOR TO CLOSING, WE CAN PAIR THIS ARTICLE DOWN SIGNIFICANTLY.]
10.1.1. Seller and Buyer shall receive debits and credits against the Purchase Price pursuant to this ARTICLE 10. In the case of any adjustment to be made at Closing, the portion of the Purchase Price payable pursuant to Section 2.2.2.4 shall be increased or decreased to reflect such adjustment. In the case of any adjustment to be made after Closing, Buyer and Seller shall make such adjustment by payment of immediately available funds to the other party at the True-up (or such earlier date as may be expressly provided in this Agreement) or in the case of adjustments after the True-up, within five (5) days of the date such adjustment is determined. Seller and Buyer acknowledge and agree that the sale of the Hotel is intended to occur prior to the opening and operation of the Hotel for business (subject to the provisions of Section 5.3.8 hereof) and therefore many of the following provisions of this Section 10.1 may not be applicable.
10.1.2. Except as otherwise expressly set forth in this ARTICLE 10, all items of income and expense of the Hotel with respect to the period prior to the Apportionment Time shall be for the account of Seller, and all items of income and expense of the Hotel with respect to the period after the Apportionment Time shall be for the account of Buyer. Except as otherwise expressly set forth in this ARTICLE 10, all prorations shall be on an accrual basis in accordance with generally accepted accounting principles, and based on the actual number of days in the applicable period.
10.1.3. All income and expenses described in this ARTICLE 10 that can be determined or estimated on the Closing Date shall be so determined or estimated by the Seller and Buyer based on a final night audit performed by the Seller and Buyer, and shall be set forth on a settlement statement (the “Settlement Statement”) executed by Seller and Buyer at Closing. Following close of the month during which the Closing occurs, Buyer shall prepare and issue an accounting for the portion of such month following the Closing (“Final Accounting”). Buyer and Seller shall each have the right to have their respective accountants review drafts of the Final Accounting such that the Final Accounting accurately reflects the operations of the Hotel for such portion of the month following Closing. A final determination of all inc...
Prorations Generally. Subject to Section 2.2.1(c), all items of income and expense of the Company Parcel with respect to the period prior to the Closing Date shall be for the account of FRP, and all items of income and expense of the Company Parcel with respect to the period from and after the Closing Date shall be for the account of the Company.
Prorations Generally. Subject to the remaining provisions of this Section 6, the following shall be apportioned between Seller and Purchaser as of 11:59 p.m. on the day prior to the Closing Date, and thereafter shall be paid or received, as the case may be, by Purchaser: Rents, reimbursement of real estate taxes and operating expenses, other tenant charges under Leases (collectively, “Rents”); real property taxes and assessments, including any special assessments, property owner’s association fees and assessments, bond payments and business improvement or special taxing area assessments, if any (collectively, “Taxes”), on the basis of the tax year in which closing occurs; water charges and sewer rents and charges and other utility charges (collectively, “Utilities”) for the month or period in which Closing occurs; payments for the month in which Closing occurs under Service Contracts assigned to Purchaser; and all other items of expense and income in connection with the operation of the Property. In the event Purchaser elects to acquire the Property as part of a transaction qualifying as a like-kind exchange under Internal Revenue Code Section 1031 and the regulations promulgated thereunder, any of the following adjustments or prorations that would otherwise be taken as a credit against the Purchase Price may, at the option of Purchaser, be paid by Seller to Purchaser on the day immediately following the Closing Date, in cash or other immediately available payable funds (and shall not be credited against the Purchase Price).
Prorations Generally. Seller and Purchaser agree to adjust, as of 11:59 p.m. Spartanburg time on the day immediately preceding the Closing Date, the following items for the Property (collectively, the “Proration Items”): real estate and personal property taxes and assessments (subject to the terms of Section 5(g) below), utility bills (except as hereinafter provided), collected Rents, if any, (subject to the terms of Section 5(e) below) and Operating Expenses (subject to the terms of Section 5(f) below). Seller will be charged and credited for the amount of all of the Proration Items relating to the period prior to the Closing Date, and Purchaser 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
Prorations Generally. A statement of prorations and other adjustments shall be prepared by Seller in conformity with the provisions of this Article 3 and submitted to Buyer for review and approval not less than two (2) business days prior to the Closing Date. For purposes of making prorations, Seller shall be deemed to be in title to the Property and entitled to the income from and responsible for the expenses thereof, on the Closing Date. Seller and Buyer agree to adjust between themselves after Closing any errors or omissions in the prorations or adjustments made at Closing, which obligation shall survive the Closing for a period of six (6) months.
Prorations Generally. Seller and Purchaser shall receive debits and credits against the Purchase Price pursuant to this Article 10. In the case of any adjustment to be made at Closing, such adjustment shall be set forth on a settlement statement (“Settlement Statement”) executed by Seller and Purchaser, and the portion of the Purchase Price payable pursuant to Section 2.2 shall be increased or decreased to reflect such adjustment. In the case of any adjustment to be made after Closing, Purchaser and Seller shall make such adjustment by payment of immediately available funds to the other party within thirty (30) days of the date such adjustment is determined. The Settlement Statement shall be prepared on the basis of a written statement or statements and all reasonable supporting documentation, including invoices delivered to Purchaser and Seller by the Title Company. In the event any prorations, apportionments, adjustments, or computation shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same, in accordance with the terms of this Article 10.
Prorations Generally. Operator LP shall provide to Investor LP such information and verification reasonably necessary to support the prorations and adjustments under this Article 5. Prorations shall be based on the actual number of days in the applicable period, as of the close of the day immediately preceding the Initial Closing Date or the Second Closing Date, as applicable, such date being a day of income and expense to the Company.