Common use of Prorations Generally Clause in Contracts

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 the Closing Date. Prorations will be made in relation to insurance premiums paid or payable under any insurance policies being assigned to, or retained by, Purchaser or any Applicable Entity at Closing. Final readings and final xxxxxxxx for utilities will be made if possible as of 11:59 p.m. on the date immediately preceding the Closing Date, in which event no proration will be made at Closing with respect to such utility bills. Seller will be entitled to a credit for any and all deposits presently in effect with the utility providers. The provisions of this Section 5(f) will survive the Closing Date for 180 days. “Rents” shall mean and include any and all amounts paid or payable by Tenants under the Leases, including, without limitation, fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in the Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, locker rentals, and other sums and charges payable by Tenants under the Leases or from other occupants or users of the

Prorations Generally. Seller Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser agree and credited to adjustPurchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; management fees payable to Insignia Management Co. not to exceed 6% of gross rent; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liability, if any, for such items); operating expenses which are reimbursable by the tenants for the period prior to the Closing Date less any amount previously paid by the Tenants shall be credited to Seller; and other similar items shall be adjusted ratably as of 11:59 p.m. on the day immediately preceding the Closing Date, all items and credited against the balance of income and expense attributable the cash due at Closing. Assessments payable in installments which are due subsequent to the Property (collectivelyClosing Date shall be paid by Purchaser. Where the Leases impose on tenants obligations for taxes, the “Proration Items”). Without limiting the generality common area expenses, operating expenses or additional charges 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)any other nature, and insurance premiums. where Seller will be charged and credited shall have collected any portion thereof in excess of amounts incurred by Seller for the amount of all of the Proration Items relating to such items for the period prior to the Closing Date, then there shall be an adjustment and credit given to Purchaser will be charged and credited for all of the Proration Items relating to the period from and after at the Closing Datefor such excess amounts collected. The preliminary estimated closing In addition, 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 as required pursuant to Paragraph 26 hereof. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the best evidence then available; thereafter, when actual figures are received, re-most recent ascertainable data. All 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 except as to the date that is 180 days after the Closing Date. Prorations will be made delinquent rent referred to in relation to insurance premiums paid or payable under any insurance policies being assigned to, or retained by, Purchaser or any Applicable Entity at Closing. Final readings and final xxxxxxxx for utilities will be made if possible as of 11:59 p.m. on the date immediately preceding the Closing Date, in which event no proration will be made at Closing with respect to such utility bills. Seller will be entitled to a credit for any and all deposits presently in effect with the utility providers. The provisions of this Section 5(f) will survive the Closing Date for 180 days. “Rents” shall mean and include any and all amounts paid or payable by Tenants under the Leases, including, without limitation, fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in the Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, locker rentals, and other sums and charges payable by Tenants under the Leases or from other occupants or users of theParagraph 12.2 below.

Prorations Generally. Seller Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser agree and credited to adjustPurchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; management fees payable to Insignia Management Co. not to exceed 6% of gross rent; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liability, if any, for such items); operating expenses which are reimbursable by the tenants for the period prior to the Closing Date less any amount previously paid by the Tenants shall be credited to Seller; and other similar items shall be adjusted ratably as of 11:59 p.m. on the day immediately preceding the Closing Date, all items and credited against the balance of income and expense attributable the cash due at Closing. Assessments payable in installments which are due subsequent to the Property (collectivelyClosing Date shall be paid by Purchaser. Where the Leases impose on tenants obligations for taxes, the “Proration Items”). Without limiting the generality common area expenses, operating expenses or additional charges 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)any other nature, and insurance premiums. where Seller will be charged and credited shall have collected any portion thereof in excess of amounts incurred by Seller for the amount of all of the Proration Items relating to such items for the period prior to the Closing Date, then there shall be an adjustment and credit given to Purchaser will be charged and credited for all of the Proration Items relating to the period from and after at the Closing Datefor such excess amounts collected. The preliminary estimated closing In addition, 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 as required pursuant to Paragraph 26 hereof. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the best evidence then available; thereafter, when actual figures are received, re-most recent ascertainable data. All 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 except as to the date that is 180 days after the Closing Date. Prorations will be made delinquent rent referred to in relation to insurance premiums paid or payable under any insurance policies being assigned to, or retained by, Purchaser or any Applicable Entity at Closing. Final readings and final xxxxxxxx for utilities will be made if possible as of 11:59 p.m. on the date immediately preceding the Closing Date, in which event no proration will be made at Closing with respect to such utility bills. Seller will be entitled to a credit for any and all deposits presently in effect with the utility providers. The provisions of this Section 5(f) will survive the Closing Date for 180 days. “Rents” shall mean and include any and all amounts paid or payable by Tenants under the Leases, including, without limitation, fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in the Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, locker rentals, and other sums and charges payable by Tenants under the Leases or from other occupants or users of theParagraph 12.2

Prorations Generally. Seller Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser agree and credited to adjustPurchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; management fees payable to Insignia Management Co. not to exceed 6% of gross rent; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liability, if any, for such items); operating expenses which are reimbursable by the tenants for the period prior to the Closing Date less any amount previously paid by the Tenants shall be credited to Seller; and other similar items shall be adjusted ratably as of 11:59 p.m. on the day immediately preceding the Closing Date, all items and credited against the balance of income and expense attributable the cash due at Closing. Assessments payable in installments which are due subsequent to the Property (collectivelyClosing Date shall be paid by Purchaser. Where the Leases impose on tenants obligations for taxes, the “Proration Items”). Without limiting the generality common area expenses, operating expenses or additional charges 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)any other nature, and insurance premiums. where Seller will be charged and credited shall have collected any portion thereof in excess of amounts incurred by Seller for the amount of all of the Proration Items relating to such items for the period prior to the Closing Date, then there shall be an adjustment and credit given to Purchaser will be charged and credited for all of the Proration Items relating to the period from and after at the Closing Datefor such excess amounts collected. The preliminary estimated closing In addition, 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 as required pursuant to Paragraph 26 hereof. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the best evidence then available; thereafter, when actual figures are received, re-most recent ascertainable data. All prorations will be made on final except as to delinquent rent referred to in Paragraph 12.2 below; provided that in the basis case of real property taxes such proration shall be based upon 110% 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 the Closing Date. Prorations will be made in relation to insurance premiums paid or real property taxes payable under any insurance policies being assigned to, or retained by, Purchaser or any Applicable Entity at Closing. Final readings and final xxxxxxxx for utilities will be made if possible as of 11:59 p.m. on the date immediately preceding the Closing Date, in which event no proration will be made at Closing with respect to such utility bills. Seller will be entitled to a credit for any and all deposits presently the Property in effect with the utility providers. The provisions of this Section 5(f) will survive the Closing Date for 180 days. “Rents” shall mean and include any and all amounts paid or payable by Tenants under the Leases, including, without limitation, fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in the Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, locker rentals, and other sums and charges payable by Tenants under the Leases or from other occupants or users of the1996.