Re-Proration Sample Clauses

Re-Proration. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills) or appeals are pending, the parties shall allocate such revenue or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable revenue or expense. The obligation to make the adjustment shall survive Closing. Any revenue received or expense incurred by Seller or Buyer with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The proration provisions of this Agreement shall survive Closing for a period of twelve (12) months.
Sample 1
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Re-Proration. If at any time within one year after the Closing Date the amount of any prorated items shall prove to have been incorrect, the party in whose favor the error was made shall pay to the other party the sum necessary to correct the error within ten (10) business days after receipt of proof of such error from the other party. Any valid xxxx that is received by Seller or Buyer after the Closing shall be prorated as of the Closing in accordance with the terms of the indemnification set forth herein, and each party liable therefor shall pay its pro rata share within ten (10) days after receipt of notice and evidence of the validity thereof. This Paragraph shall expressly survive the Closing hereunder. No re-prorations or adjustments shall be made more than one year after the Closing Date absent fraud, deceit or intentional misconduct; no re-prorations or adjustments shall be made for real property taxes (as set forth in Section 10(d)(i) above) or matters in the aggregate less than $5,000.
Sample 1
Re-Proration. After the Closing Date, when periodic tenant reconciliations are performed (which tenant reconciliations shall be performed no later than sixty (60) days after the end of the calendar year), Buyer and Seller shall promptly re-prorate the rent, charges and revenues under the Lease if any additional rent is due to or owed by the tenant under the terms of the Lease for the period prior to Close of Escrow. Any amounts due from one party to the other as a result of the re-proration shall be paid in cash at the time of the re-proration.
Sample 1
Re-Proration. In the event that any adjustments or prorations cannot be apportioned or adjusted at the Closing by reason of the fact that final or liquidated amounts have not been ascertained, or are not available as of such date, the parties hereto agree to apportion or adjust such items on the basis of their best estimates of the amounts at the Closing and, subject to the terms of this Agreement, to re-prorate any and all of such amounts promptly when the final or liquidated amounts are ascertained. In the event of any omission or mathematical error on the closing statement, or if the prorations, apportionments and computations shall prove to be incorrect for any reason, the same shall be promptly adjusted when determined and the appropriate party paid any monies owed. Final prorations and adjustments shall be made within, but no later than, one hundred eighty (180) days following Closing.
Sample 1
Re-Proration. As to any Additional Rents (including all “Operating Expenses” (as such term is defined in the Lease)) that are based on estimates and that are subject to adjustment or reconciliation pursuant to the Lease after the Closing Date, Seller and Purchaser will prorate those Additional Rents at the time that those estimates are actually adjusted or reconciled pursuant to the terms of the Lease. Purchaser will deliver bills to each tenant for these adjusted Additional Rents by no later than one hundred twenty (120) days after the end of the applicable calendar year (and concurrently therewith Purchaser shall provide Seller with a statement of credit or invoice of amounts owed by Seller for Additional Rent reconciliations for the subject calendar year), and Purchaser will use commercially reasonable efforts to pursue collection of those bills. Any amounts that may be due Seller as a result of the re-prorations will be paid by Purchaser to Seller within ten (10) Business Days after the date actually collected from Tenants, and any amounts that may be due the tenants from Seller as a result of the re-prorations will be paid by Seller to Purchaser within ten (10) Business Days after Purchaser delivers a written request therefor to Seller (together with reasonable evidence of the amount due the tenants).
Sample 1
Re-Proration. After the Closing Date, when periodic tenant reconciliations are performed, Buyer and Seller shall promptly re-prorate the rent, charges and revenues under the Leases if (i) Buyer receives from a Tenant rent allocable to the period prior to and including the Proration Date (e.g., a Tenant’s share of operating expenses allocable to the period prior to and including the Proration Date exceeds the amount of operating expenses paid by that Tenant to Seller for that period and, as a result, the Tenant pays to Buyer additional rent under the terms of its Lease), or (ii) at any time after the Proration Date, a Tenant is entitled to be reimbursed (or receive a credit against future rent) for rent paid by the Tenant to Seller allocable to the period prior to and including the Proration Date (e.g., a Tenant’s share of operating expenses allocable to the period prior to and including the Proration Date is less than the amount of operating expenses paid by the Tenant to Seller during that period). Any amounts due from one party to the other as a result of the re-proration shall be paid in cash at the time of the re-proration.
Sample 1
Re-Proration. There shall be no re-prorations after the Closing Date of any Tenant reconciliations.
Sample 1
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Related to Re-Proration

  • Proration For the month and year in which this Agreement becomes effective or terminates, there shall be an appropriate proration of the Adviser's fee on the basis of the number of days that the Agreement is in effect during such month and year, respectively.

  • Prorations The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

  • Proration of Fee If this Agreement becomes effective or terminates before the end of any month, the Fee for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.

  • REAL ESTATE TAXES, SPECIAL ASSESSMENTS AND PRORATIONS (a) Because the Entire Property (of which the Property is a part) is subject to a triple net lease (as further set forth in paragraph 11(a)(i), the parties acknowledge that there shall be no need for a real estate tax proration. However, Seller represents that to the best of its knowledge, all real estate taxes and installments of special assessments due and payable in all years prior to the year of Closing have been paid in full. Unpaid real estate taxes and unpaid levied and pending special assessments existing on the date of Closing shall be the responsibility of Buyer and Seller in proportion to their respective Tenant in Common interests, pro-rated, however, to the date of closing for the period prior to closing, which shall be the responsibility of Seller if Tenant shall not pay the same. Seller and Buyer shall likewise pay all taxes due and payable in the year after Closing and any unpaid installments of special assessments payable therewith and thereafter, if such unpaid levied and pending special assessments and real estate taxes are not paid by any tenant of the Entire Property.

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.

  • Tax Adjustment During each Lease Year commencing with the Lease -------------- Year 1998, Tenant shall pay, as Additional Charges, an amount (hereinafter referred to as the "TAX ADJUSTMENT AMOUNT") equal to Tenant's Share of the excess of Taxes for each such Lease Year over the amount of Taxes for the Base Year; except that Tenant shall be required to pay only a pro rata amount of the Tax Adjustment Amount for the Lease Year in which the last days of the Term occur, pro rated on a per diem basis. The Tax Adjustment Amount with respect to each Lease Year shall be paid in monthly installments in advance on the first day of each and every calendar month during such Lease Year, commencing January 1, 1998, in an amount estimated from time to time by Landlord and communicated by written notice to Tenant. As soon as practicable following the close of the 1998 and subsequent Lease Years, and receipt of actual tax bills, Landlord shall deliver to Tenant a statement setting forth (a) the actual Tax Adjustment Amount for such Lease Year; (b) the total of the estimated monthly installments of the Tax Adjustment Amount paid to Landlord for such Lease Year; and (c) the amount of any excess or deficiency with respect to such Lease Year. Tenant shall pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of such statement. If the total of the estimated monthly installments paid by Tenant during any Lease Year exceeds the actual Tax Adjustment Amount due from Tenant for such Lease Year, at Landlord's option such excess shall be either credited against payments next due hereunder or refunded by Landlord, provided Tenant is not then in default hereunder.

  • Property Taxes All Property Taxes which have become due and payable upon any of the Purchased Assets on or before the Closing Date shall be paid by Seller on or before the Closing, together with any penalty or interest thereon, to the relevant Governmental Authority. All Property Taxes imposed by any Governmental Authority with respect to the Purchased Assets that are due and payable with respect to a Straddle Period (taking into account whether such Property Taxes are payable in advance or in arrears) shall be apportioned between (i) the period beginning before and ending on the Closing Date (the “Pre-Transfer Period”) and (ii) the period beginning on the day immediately after the Closing Date and ending on the last day of the relevant taxable period (the “Post-Transfer Period”). In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to each day of the relevant taxable period regardless of how installment payments are billed or made. If the actual amount of any such item is not known as of the Closing Date, such proration will be based on the previous year’s assessment of such item and the parties hereto will adjust such proration and pay any underpayment or reimburse for any overpayment within thirty (30) days after the actual amount becomes known. Seller shall be liable for all such Property Taxes apportioned to the Pre-Transfer Period and Buyer shall be liable for all such Property Taxes apportioned to the Post-Transfer Period. No later than fifteen (15) days prior to the due date thereof, Seller shall pay to Buyer the amount of any Pre-Transfer Period and other Property Taxes for which Seller is liable under this Section 5.4 and which remain unpaid as of the Closing Date. Within five (5) days after the Closing Date, Buyer shall reimburse Seller for all Property Taxes paid by Seller that are apportioned to the Post-Transfer Period. Buyer shall pay all Property Taxes which become due and payable after the Closing Date with respect to a Straddle Period.

  • Post-Closing Adjustment (i) Within sixty (60) days following the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review period.

  • Closing Prorations and Adjustments The prorations set forth in this Section 6.5 shall be on a Property-by-Property basis and not among, or between, Properties, and shall not be allocated on an Applicable Share basis.

  • Closing Adjustment Not less than three (3) Business Days prior to the anticipated Closing Date, Sellers shall provide Purchasers with a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates (the “Closing Estimates”) of each of (i) the Closing Working Capital (the “Estimated Closing Working Capital”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”); (iii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each of the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled to review, and propose reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Fees.

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