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 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
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. 10.1.1. 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 the Closing, the portion of the Purchase Price payable pursuant to Section 2.2.2(a) shall be increased or decreased to reflect such adjustment. In the case of any adjustment to be made after the Closing, Purchaser and Seller shall make such adjustment by amending and restated the Promissory Note to reflect such adjustment 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.
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.
Prorations Generally. Sellers shall be entitled to all income produced from the operation of each Property that is allocable to the period prior to the Closing Date and shall be responsible for all expenses allocable to that period, including all interest on the Existing Mortgage Debt, and Purchaser shall be entitled to all income and responsible for all expenses allocable to the period beginning at 12:01 A.M. Eastern Time on the Closing Date (with respect to each Property, the “Measurement Date”). At the Closing, all items of income and expense with respect to each Property shall be prorated in accordance with the foregoing principles and the rules for the specific items set forth hereinafter and the cash portion of the consideration to be received by Sellers shall be adjusted up or down at Closing by the net amount of all such prorations and adjustments in respect of such Property under this Article III. For the avoidance of doubt, references in this Article III to “Purchaser” shall be deemed to include any applicable subsidiaries or Affiliates or designees of Purchaser to whom any portion of the Property is assigned or conveyed at Closing. Adjustments made at Closing shall be final.
Prorations Generally. All matters involving prorations or adjustments to be made in connection with Closing and not specifically provided for in some other provision of this Agreement shall be made in accordance with this Section 4.4. Except as otherwise set forth herein, all items to be prorated or adjusted pursuant to this Section 4.4 shall be prorated or adjusted as of midnight of the day immediately preceding the Closing Date. The following shall be specifically prorated or adjusted as set forth above and elsewhere in this Section 4.4:
Prorations Generally. All Lease payments or other payments, fees, charges or assessments relating to the period culminating on the Closing Date with respect to the Assets to be acquired by Buyer (other than rent which is based upon a percentage of sales) including, but not limited to, real estate taxes (but excluding personal property taxes), common area maintenance charges (both exterior and interior), utilities, and (only to the extent provided under a Contract) equipment maintenance shall be prorated between Seller and Buyer as of the Closing Date on the basis of the number of days before and after such date, Seller to have the last day.
Prorations Generally. Transferors shall be entitled to all income produced from the operation of the Properties which is allocable to the period prior to the Closing and shall be responsible for all expenses allocable to that period, including all interest on the Existing Mortgage Debt (except that all prepayment and similar charges and premiums with respect to the Westgate/Forestwood Debt as set forth on Schedule 1.5(a) shall be for the account of the JV, and the corresponding Property Owning Subsidiary shall be entitled to all income and responsible for all expenses (including, without limitation, all tenant improvement expenses, and leasing commissions) allocable to the period beginning at 12:01 A.M. on the day the Closing occurs. At the Closing, all items of income and expense with respect to each Property shall be prorated in accordance with the foregoing principles and the rules for the specific items set forth hereinafter and otherwise in accordance with the custom in the jurisdiction where the Properties are located, and the Agreed Fair Market Value of each Property shall be adjusted up or down at Closing by the net amount of all such prorations and adjustments in respect of such Property under this Article V.
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.
