Real Estate and Personal Property Taxes. Real estate and personal property taxes and assessments imposed on the Shopping Center, which shall be deemed to include any special assessments, and any additional taxes and assessments arising out of a change of ownership as a result of the Closing (“Prorated Taxes”), shall be prorated as of the Proration Date in accordance with this Section 10.11. Seller and Purchaser agree that Seller, to the extent not paid by tenants, shall be responsible for all taxes accrued prior to 2014, whether or not such taxes are payable prior to or after Closing. Seller has delivered to Purchaser a schedule showing which tax bills are to be paid with funds that are collected from tenants in 2014. All interim tenant reimbursements received by Seller for Prorated Taxes which have not previously been used by Seller to pay such Prorated Taxes shall be delivered to Purchaser at Closing to be retained by Purchaser until the final adjustment and determination of Seller’s and Purchaser’s allocable share thereof. All interim tenant reimbursements received by Purchaser for Prorated Taxes shall be retained by Purchaser until the final adjustment and determination of Seller’s and Purchaser’s allocable shares thereof. The parties shall reasonably cooperate with each other in any efforts to obtain a reduction in Prorated Taxes assessed against the Shopping Center for 2014. All refunds or tax savings relating to Prorated Taxes, after deducting any portion thereof due tenants, (x) shall inure to the benefit of Seller to the extent such refunds or tax savings relate to any period prior to the year in which Closing occurs and same were paid by Seller, (y) shall inure to the benefit of Purchaser to the extent such refunds or tax savings relate to any period after the year in which the Closing occurs, and (z) shall be prorated between Seller and Purchaser as of the Proration Date if applicable to the year in which the Closing occurs; provided, however, that prior to any such allocation or proration between Seller and Purchaser, such refunds or tax savings shall be reduced by the amount of the legal and consulting fees actually incurred by Seller or Purchaser in connection with obtaining such refunds and tax savings. All Prorated Taxes shall be reprorated by Seller and Purchaser upon the reconciliation of the amounts owed by tenants for any “true up” of amounts credited to or due from the tenants for such real estate taxes and assessments. Seller and Purchaser shall adjust between themselves amounts owed by Seller and Purchaser for 2014 on account of the variance between tenant reimbursements paid for such Prorated Taxes and such Prorated Taxes paid with funds collected from tenants in 2014, and Seller’s allocable share of such variance shall be equal to an amount determined by multiplying the total variance by the fraction whose numerator is the number of days in such year before the Proration Date, and whose denominator is 365. For purposes of this Section 10.11, tenant reimbursements for taxes includes specific tax reimbursements as well as the tax reimbursement component of any CAM to the extent not prorated under Section 10.4.
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Real Estate and Personal Property Taxes. Real estate taxes, as opposed to personal property taxes, shall be prorated only on the basis of real estate taxes which become due and payable in the calendar year during which Closing occurs, based upon the latest available tax bill xxx the number of days elapsed in the calendar year of Closing, as of midnight of the day immediately preceding the Adjustment Date. Personal property taxes shall be prorated as of the Adjustment Date based upon the date they become due. Prudential shall be entitled to all tax refunds and credits attributable to the Facilities prior to the Adjustment Date. Meridian shall pay all real estate and personal property taxes and assessments imposed on the Shopping Center, which shall be deemed entitled to include any special assessments, all tax refunds and any additional taxes credits attributable to the Facilities after the Adjustment Date. If the real estate and/or personal property tax rate and assessments arising out of a change of ownership as a result of the Closing (“Prorated Taxes”), shall be prorated as of the Proration Date in accordance with this Section 10.11. Seller and Purchaser agree that Seller, to the extent not paid by tenants, shall be responsible for all taxes accrued prior to 2014, whether or not such taxes are payable prior to or after Closing. Seller has delivered to Purchaser a schedule showing which tax bills are to be paid with funds that are collected from tenants in 2014. All interim tenant reimbursements received by Seller for Prorated Taxes which have not previously been used by Seller to pay such Prorated Taxes shall be delivered to Purchaser at Closing to be retained by Purchaser until set for the final adjustment and determination of Seller’s and Purchaser’s allocable share thereof. All interim tenant reimbursements received by Purchaser for Prorated Taxes shall be retained by Purchaser until the final adjustment and determination of Seller’s and Purchaser’s allocable shares thereof. The parties shall reasonably cooperate with each other in any efforts to obtain a reduction in Prorated Taxes assessed against the Shopping Center for 2014. All refunds or tax savings relating to Prorated Taxes, after deducting any portion thereof due tenants, (x) shall inure to the benefit of Seller to the extent such refunds or tax savings relate to any period prior to the year in which Closing occurs and same were paid by Seller, (y) shall inure to the benefit of Purchaser to the extent such refunds or tax savings relate to any period after the calendar year in which the Closing occurs, and (z) then the proration of such taxes shall be prorated based upon the rate and assessments for the preceding calendar year, and such proration shall be adjusted between Seller Prudential and Purchaser as Meridian upon presentation of written evidence that the Proration Date if applicable to actual taxes paid for the calendar year in which the Closing occursoccurs differ from the amounts used at Closing and in accordance with the provisions of Section 5.7. Prudential shall pay all installments of special assessments due and payable prior to the Adjustment Date and Meridian shall pay all installments of special assessments due and payable on and after the Adjustment Date; provided, however, that prior to any such allocation or proration between Seller and Purchaser, such refunds or tax savings Prudential shall not be reduced by the amount of the legal and consulting fees actually incurred by Seller or Purchaser in connection with obtaining such refunds and tax savings. All Prorated Taxes shall be reprorated by Seller and Purchaser upon the reconciliation of the amounts owed by tenants responsible for any “true up” installments of amounts credited special assessments which have not been confirmed or which relate to projects that have not been completed on the date hereof. Notwithstanding the foregoing terms of this Section, Prudential shall have no obligation to pay (and Meridian shall not receive a credit at Closing for) any real estate or due personal property taxes or special assessments to the extent that Meridian is entitled after Closing to reimbursement of taxes and assessments, or the recovery of any increase in taxes and assessments, from the tenants under the Leases, regardless of whether Meridian actually collects such reimbursement or increased taxes and assessments from such tenants, it being understood and agreed by Meridian and Prudential that the burden of collecting such reimbursements shall be solely on Meridian. In the event any Facility has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "escape assessment" or "roll-back taxes") based upon the change in land usage or ownership of such Facility, Meridian hereby agrees to pay all such taxes and to indemnify and save Prudential harmless from and against all claims and liability for such real estate taxes taxes. Such indemnity shall survive the Closing and assessments. Seller and Purchaser shall adjust between themselves amounts owed by Seller and Purchaser for 2014 on account of the variance between tenant reimbursements paid for such Prorated Taxes and such Prorated Taxes paid with funds collected from tenants in 2014, and Seller’s allocable share of such variance shall not be equal to an amount determined by multiplying the total variance by the fraction whose numerator is the number of days in such year before the Proration Date, and whose denominator is 365. For purposes of this Section 10.11, tenant reimbursements for taxes includes specific tax reimbursements as well as the tax reimbursement component of any CAM to the extent not prorated under Section 10.4merged therein.
Appears in 1 contract
Samples: Contribution Agreement (Prudential Insurance Co of America)
Real Estate and Personal Property Taxes. Real estate and personal property taxes and assessments imposed on the a Shopping Center, which shall be deemed to include any special assessments, and any additional taxes and assessments arising out of a change of ownership as a result of the Closing (“Prorated Taxes”), shall be prorated as of the Proration Date in accordance with this Section 10.11. Seller Sellers and Purchaser agree that Sellerthat, to the extent not paid by tenants, Sellers shall be responsible for all taxes accrued prior to 2014, whether or not such taxes are payable prior to or after Closing. Seller Sellers has delivered to Purchaser a schedule showing which tax bills are to be paid with funds that are collected from tenants in 2014. All interim tenant reimbursements received by a Seller for Prorated Taxes which have not previously been used by Seller to pay such Prorated Taxes shall be delivered to Purchaser at Closing to be retained by Purchaser until the final adjustment and determination of such Seller’s and Purchaser’s allocable share thereof. All interim tenant reimbursements received by Purchaser for Prorated Taxes shall be retained by Purchaser until the final adjustment and determination of the applicable Seller’s and Purchaser’s allocable shares thereof. The parties shall reasonably cooperate with each other in any efforts to obtain a reduction in Prorated Taxes assessed against the a Shopping Center for 2014. All refunds or tax savings relating to Prorated Taxes, after deducting any portion thereof due tenants, (x) shall inure to the benefit of the applicable Seller to the extent such refunds or tax savings relate to any period prior to the year in which Closing occurs and same were paid by Seller, (y) shall inure to the benefit of Purchaser to the extent such refunds or tax savings relate to any period after the year in which the Closing occurs, and (z) shall be prorated between the applicable Seller and Purchaser as of the Proration Date if applicable to the year in which the Closing occurs; provided, however, that prior to any such allocation or proration between such Seller and Purchaser, such refunds or tax savings shall be reduced by the amount of the legal and consulting fees actually incurred by such Seller or Purchaser in connection with obtaining such refunds and tax savings. All Prorated Taxes shall be reprorated by each Seller and Purchaser upon the reconciliation of the amounts owed by tenants for any “true up” of amounts credited to or due from the tenants for such real estate taxes and assessments. Each Seller and Purchaser shall adjust between themselves amounts owed by such Seller and Purchaser for 2014 on account of the variance between tenant reimbursements paid for such Prorated Taxes and such Prorated Taxes paid with funds collected from tenants in 2014, and each Seller’s allocable share of such variance shall be equal to an amount determined by multiplying the total variance by the fraction whose numerator is the number of days in such year before the Proration Date, and whose denominator is 365. For purposes of this Section 10.11, tenant reimbursements for taxes includes specific tax reimbursements as well as the tax reimbursement component of any CAM to the extent not prorated under Section 10.4.
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Real Estate and Personal Property Taxes. Real estate taxes, excise --------------------------------------- taxes and personal property taxes and assessments imposed on attributable to the Shopping CenterProperty (collectively, which shall be deemed to include any special assessments, and any additional taxes and assessments arising out of a change of ownership as a result of the Closing (“Prorated Taxes”"PROPERTY TAXES"), shall be prorated as of the Proration Date in accordance with this Section 10.11Closing Date. Seller Prudential shall --------------- pay all Property Taxes and Purchaser agree that Seller, shall be entitled to all tax refunds and credits attributable to the extent not paid by tenants, Property through 11:59 p.m. on the day before the Closing Date. REIT OP shall be responsible for to pay all taxes accrued prior Property Taxes attributable to 2014, whether the Property as of and after the Closing Date. If any of the Property Tax rates or not such taxes are payable prior to or after Closing. Seller has delivered to Purchaser a schedule showing which tax bills are to be paid with funds that are collected from tenants in 2014. All interim tenant reimbursements received by Seller for Prorated Taxes which assessments have not previously been used by Seller to pay such Prorated Taxes shall be delivered to Purchaser at Closing to be retained by Purchaser until set for the final adjustment and determination of Seller’s and Purchaser’s allocable share thereof. All interim tenant reimbursements received by Purchaser for Prorated Taxes shall be retained by Purchaser until the final adjustment and determination of Seller’s and Purchaser’s allocable shares thereof. The parties shall reasonably cooperate with each other in any efforts to obtain a reduction in Prorated Taxes assessed against the Shopping Center for 2014. All refunds or tax savings relating to Prorated Taxes, after deducting any portion thereof due tenants, (x) shall inure to the benefit of Seller to the extent such refunds or tax savings relate to any period prior to the year in which Closing occurs and same were paid by Seller, (y) shall inure to the benefit of Purchaser to the extent such refunds or tax savings relate to any period after the fiscal year in which the Closing occursoccurs or are otherwise undeterminable at the Closing, then the proration of such taxes and payments shall be based upon the rate, assessments and facts for the preceding calendar year, and (z) such proration shall be prorated adjusted between Seller Prudential and Purchaser as REIT OP upon presentation of written evidence that the Proration Date if applicable to actual taxes paid for the calendar year in which the Closing occurs; provided, however, that occurs differ from the amounts used at Closing and in accordance with the provisions of Section 5.8. Prudential shall ----------- be responsible to pay all installments of special assessments due and payable prior to any such allocation or proration between Seller the Closing Date and Purchaser, such refunds or tax savings REIT OP shall be reduced by responsible to pay all installments of special assessments due and payable on and after the amount Closing Date. In the event the Property is assessed for property tax purposes at such rates as would result in reassessment based upon the change in land usage after the Closing Date, REIT OP hereby agrees to pay all such taxes and to indemnify and save Prudential harmless from and against all claims and liability for such taxes. Such indemnity, and the obligations of the legal and consulting fees actually incurred by Seller or Purchaser in connection with obtaining such refunds and tax savings. All Prorated Taxes shall be reprorated by Seller and Purchaser upon parties to readjust the reconciliation of the amounts owed by tenants for any “true up” of amounts credited to or due from the tenants for such real estate taxes and assessments. Seller and Purchaser shall adjust between themselves amounts owed by Seller and Purchaser for 2014 on account of the variance between tenant reimbursements paid for such Prorated Taxes and such Prorated Taxes paid with funds collected from tenants in 2014, and Seller’s allocable share of such variance shall be equal to an amount determined by multiplying the total variance by the fraction whose numerator is the number of days in such year before the Proration Date, and whose denominator is 365. For purposes of applicable prorations under this Section 10.11, tenant reimbursements for taxes includes specific tax reimbursements as well as shall survive the tax reimbursement component of any CAM to the extent Closing and not prorated under Section 10.4be merged therein.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Boston Properties Inc)
Real Estate and Personal Property Taxes. All real estate and personal property taxes imposed for periods prior to the Closing (and payable prior to Closing) shall be paid by Seller prior to or at Closing. Real estate and personal property taxes and assessments imposed on the Shopping Center, which shall be deemed to include any special assessments, and any additional taxes and assessments arising out of a change of ownership as a result of the Closing (“Prorated Taxes”), shall be prorated as of on an accrual basis for the Proration Date in accordance with this Section 10.11. Seller and Purchaser agree that Seller, to the extent not paid by tenants, shall be responsible for all taxes accrued prior to 2014, whether or not such taxes are payable prior to or after Closing. Seller has delivered to Purchaser a schedule showing which tax bills are to be paid with funds that are collected from tenants in 2014. All interim tenant reimbursements received by Seller for Prorated Taxes which have not previously been used by Seller to pay such Prorated Taxes shall be delivered to Purchaser at Closing to be retained by Purchaser until the final adjustment and determination of Seller’s and Purchaser’s allocable share thereof. All interim tenant reimbursements received by Purchaser for Prorated Taxes shall be retained by Purchaser until the final adjustment and determination of Seller’s and Purchaser’s allocable shares thereof. The parties shall reasonably cooperate with each other in any efforts to obtain a reduction in Prorated Taxes assessed against the Shopping Center for 2014. All refunds or tax savings relating to Prorated Taxes, after deducting any portion thereof due tenants, (x) shall inure to the benefit of Seller to the extent such refunds or tax savings relate to any period prior to the year in which Closing occurs and same were paid by Seller, (y) shall inure to the benefit of Purchaser to the extent such refunds or tax savings relate to any period after the calendar year in which the Closing occurs, and (z) regardless of the year for which such taxes are assessed. Such proration shall be prorated between calculated based upon the actual number of days in such calendar year, with Seller and Purchaser as being responsible for that portion of such calendar year occurring prior to 11:59 p.m. on the Proration Date if applicable day prior to the Closing Date and Buyer being responsible for that portion of such calendar year occurring thereafter. If the real estate and/or personal property tax rate and assessments have not been set for the calendar year in which the Closing occurs; , then the proration of such taxes shall be based upon the rate and assessments for the preceding calendar year, and such proration shall be adjusted between Seller and Buyer upon presentation of written evidence that the actual taxes paid for the calendar year in which the Closing occurs differ from the amounts used at Closing and in accordance with the provisions of Section 5.7. Similarly, if the real estate and/or personal property tax rate and/or assessments are reset after the Closing for a period prior to the Closing (a “Tax Re-Assessment”), then such taxes shall be re-prorated by the parties, provided, however, that prior if the Title Company provides affirmative coverage with respect to the full amount of any such allocation or proration between and all Tax Re-Assessments and the Seller and Purchaser, such refunds or tax savings shall be reduced by pays the full amount of the legal premium(s) with respect to such affirmative coverage, the parties shall not re-prorate the real estate and/or personal property tax rate and consulting fees actually incurred assessments resulting from the Tax-Reassessment. Additionally, if there is a Tax Re-Assessment not covered by any affirmative coverage the Title Company may provide, Seller shall have the right to initiate a tax contest with respect to a Tax Re-Assessment and to continue and to control the progress of and to make decisions with respect to any contest of a Tax Re-Assessment, provided, however, that Buyer may, if it elects, join and be a party to such contest and shall have the right to consent, which shall not be unreasonably withheld, to any settlement or Purchaser in connection other arrangement with obtaining such refunds respect to a Tax Re-Assessment, to the extent, and only to the extent, a settlement or other arrangement affects or relates to a period subsequent to Closing. Notwithstanding anything to the contrary provided herein, the Seller shall have no right to enter into a settlement or other agreement with respect to a Tax Re-Assessment that increases or otherwise impacts negatively the real estate and/or personal property tax savings. All Prorated Taxes shall be reprorated by Seller and Purchaser upon rate or assessments for the reconciliation of the amounts owed by tenants Property for any “true up” of amounts credited to or due from period after the tenants for such real estate taxes and assessments. Seller and Purchaser shall adjust between themselves amounts owed by Seller and Purchaser for 2014 on account of the variance between tenant reimbursements paid for such Prorated Taxes and such Prorated Taxes paid with funds collected from tenants in 2014, and Seller’s allocable share of such variance shall be equal to an amount determined by multiplying the total variance by the fraction whose numerator is the number of days in such year before the Proration Date, and whose denominator is 365. For purposes of this Section 10.11, tenant reimbursements for taxes includes specific tax reimbursements as well as the tax reimbursement component of any CAM to the extent not prorated under Section 10.4Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (KBS Legacy Partners Apartment REIT, Inc.)
Real Estate and Personal Property Taxes. Real In addition to all rentals herein reserved, the Tenant shall pay the real estate taxes, levies and personal property assessments imposed, levied upon or assessed against the Premises for each year of the Term. Said taxes shall be payable in full within thirty (30) days after receipt by Tenant of a statement in writing from Landlord setting forth the amount of taxes and assessments imposed on the Shopping Center, which due under this Section. The term "real estate taxes" as used herein shall be deemed to include any special assessmentsmean all taxes imposed upon the real property and permanent improvements, and any additional all assessments levied against the Premises, but shall not include personal income taxes, inheritance taxes or franchise taxes levied against the Landlord. During the Term, Tenant shall pay, prior to delinquency, all taxes assessed against and assessments arising out of a change of ownership as a result levied upon fixtures, furnishings, equipment and all other personal property contained in the Premises. Upon the commencement of the Closing (“Prorated Taxes”)Term, an impound account for the payment of real estate taxes shall be prorated established and maintained by Landlord, as set forth below. Concurrent with each payment of monthly rental and in addition thereto, Tenant shall pay to Landlord's a sum (the "Funds") equal to one-twelfth (1/12) of the Proration Date in accordance with this Section 10.11. Seller and Purchaser agree that Seller, to the extent not paid by tenants, shall be responsible for all taxes accrued prior to 2014, whether or not such taxes are payable prior to or after Closing. Seller has delivered to Purchaser a schedule showing which tax bills are to be paid with funds that are collected from tenants in 2014. All interim tenant reimbursements received by Seller for Prorated Taxes which have not previously been used by Seller to pay such Prorated Taxes shall be delivered to Purchaser at Closing to be retained by Purchaser until the final adjustment and determination of Seller’s and Purchaser’s allocable share thereof. All interim tenant reimbursements received by Purchaser for Prorated Taxes shall be retained by Purchaser until the final adjustment and determination of Seller’s and Purchaser’s allocable shares thereof. The parties shall reasonably cooperate with each other in any efforts to obtain a reduction in Prorated Taxes assessed against the Shopping Center for 2014. All refunds or tax savings relating to Prorated Taxes, after deducting any portion thereof due tenants, (x) shall inure to the benefit of Seller to the extent such refunds or tax savings relate to any period prior to the year in which Closing occurs and same were paid by Seller, (y) shall inure to the benefit of Purchaser to the extent such refunds or tax savings relate to any period after the year in which the Closing occurs, and (z) shall be prorated between Seller and Purchaser as of the Proration Date if applicable to the year in which the Closing occurs; provided, however, that prior to any such allocation or proration between Seller and Purchaser, such refunds or tax savings shall be reduced by the amount of the legal and consulting fees actually incurred by Seller or Purchaser in connection with obtaining such refunds and tax savings. All Prorated Taxes shall be reprorated by Seller and Purchaser upon the reconciliation of the amounts owed by tenants for any “true up” of amounts credited to or due from the tenants for such yearly real estate taxes and assessments, as may be adjusted from time to time. Seller and Purchaser shall adjust between themselves amounts owed Any funds received by Seller and Purchaser for 2014 on account of the variance between tenant reimbursements paid for such Prorated Taxes and such Prorated Taxes paid with funds collected from tenants in 2014, and Seller’s allocable share of such variance Landlord shall be equal held in an institution chosen by Landlord, in its sole discretion, provided the deposits of which are insured by a federal or state agency. Landlord shall be permitted to an amount determined by multiplying commingle the total variance by Funds with its own funds or the fraction whose numerator is funds of other tenants of Landlord, as Landlord shall determine in its sole discretion. Landlord shall apply the number Funds to pay the real estate taxes for the Premises; provided Landlord shall only be obligated to make such payment of days in such year before the Proration Date, and whose denominator is 365. For purposes of this Section 10.11, tenant reimbursements for taxes includes specific tax reimbursements as well as the tax reimbursement component of any CAM Funds to the extent that Tenant pays the Funds to Landlord. Landlord shall not prorated charge for the holding or handling of Funds. Landlord shall pay interest on the Funds actually held by Landlord based upon a rate equal to the then-existing average interest rate for thirty (30) day certificates of deposit as published by the Wall Street Journal. The prompt payment of the Funds shall be a material covenant of Tenant under Section 10.4this Lease, and shall constitute additional, rent hereunder. Landlord shall provide to Tenant an annual accounting of the Funds showing credits and debits to the Funds and the purpose for which each debit to the Funds was made. If the amount of the Funds held by Landlord, together with the future monthly installments of Funds payable prior to the due dates of real estate taxes, shall exceed the amount required to pay said real estate taxes as they fall due, at Landlord's option, such excess shall either be repaid to Tenant or credited to Tenant on monthly installments of Funds. If the amount of the Funds held by Landlord shall be insufficient to pay real estate taxes, as they fall due, Tenant shall immediately pay to Landlord any amount necessary to make up the deficiency in one or more payments, as Landlord may require. In the event that the Premises is transferred by Landlord to another party, which transfer results in an increase in the real estate taxes, Tenant shall not be responsible for the payment of such additional real estate taxes. Notwithstanding the foregoing, the initial impound payments by Tenant, commencing November 1, 1994, shall be utilized for the second (2nd) installment payment of real estate taxes for 1994-95, and, in addition thereto, Tenant shall be responsible for the timely payment of the first (1st) installment payment of real estate taxes for 1994-95 directly to the applicable taxing agency.
Appears in 1 contract
Samples: Lease Agreement (Emeritus Corp\wa\)
Real Estate and Personal Property Taxes. Real estate and personal property taxes and assessments imposed on the Shopping Center, which shall be deemed to include any special assessments, and any additional taxes and assessments arising out of a change of ownership as a result of the Closing (“Prorated Taxes”), shall be prorated as of on a cash basis for the Proration Date in accordance with this Section 10.11. Seller and Purchaser agree that Seller, to the extent not paid by tenants, shall be responsible for all taxes accrued prior to 2014, whether or not such taxes are payable prior to or after Closing. Seller has delivered to Purchaser a schedule showing which tax bills are to be paid with funds that are collected from tenants in 2014. All interim tenant reimbursements received by Seller for Prorated Taxes which have not previously been used by Seller to pay such Prorated Taxes shall be delivered to Purchaser at Closing to be retained by Purchaser until the final adjustment and determination of Seller’s and Purchaser’s allocable share thereof. All interim tenant reimbursements received by Purchaser for Prorated Taxes shall be retained by Purchaser until the final adjustment and determination of Seller’s and Purchaser’s allocable shares thereof. The parties shall reasonably cooperate with each other in any efforts to obtain a reduction in Prorated Taxes assessed against the Shopping Center for 2014. All refunds or tax savings relating to Prorated Taxes, after deducting any portion thereof due tenants, (x) shall inure to the benefit of Seller to the extent such refunds or tax savings relate to any period prior to the year in which Closing occurs and same were paid by Seller, (y) shall inure to the benefit of Purchaser to the extent such refunds or tax savings relate to any period after the fiscal year in which the Closing occurs, and (z) regardless of the year for which such taxes are assessed. Such proration shall be prorated between Seller and Purchaser as calculated based upon the actual number of days in such fiscal year, with Contributor being responsible for that portion of such fiscal year occurring prior to midnight of the Proration Date if applicable day prior to the Closing Date and Beacon being responsible for that portion of such fiscal year occurring after midnight of the day prior to the Closing Date. If the real estate and/or personal property tax rate and assessments have not been set for the fiscal year in which the Closing occurs, then the proration of such taxes shall be based upon the rate and assessments for the preceding fiscal year, and such proration shall be adjusted between Contributor and Beacon upon presentation of written evidence that the actual taxes paid for the fiscal year in which the Closing occurs differ from the amounts used at Closing and in accordance with the provisions of SECTION 5.8. Contributor shall pay all installments of special assessments due and payable prior to the Closing Date and Beacon shall pay all installments of special assessments due and payable on and after the Closing Date; providedPROVIDED, howeverHOWEVER, that prior Contributor shall not be responsible for any installments of special assessments which have not been confirmed or which relate to any projects that have not been completed on the date hereof. In the event the Property has been assessed for property tax purposes at such allocation rates as would result in reassessment (I.E., "escape assessment" or proration between Seller and Purchaser, such refunds "roll-back taxes") based upon the change in land usage or tax savings shall be reduced by the amount ownership of the legal Property, Beacon hereby agrees to pay all such taxes and consulting fees actually incurred by Seller or Purchaser in connection with obtaining such refunds to indemnify and tax savings. All Prorated Taxes shall be reprorated by Seller save Contributor harmless from and Purchaser upon the reconciliation of the amounts owed by tenants for any “true up” of amounts credited to or due from the tenants against all claims and liability for such real estate taxes taxes. Such indemnity shall survive the Closing and assessments. Seller and Purchaser shall adjust between themselves amounts owed by Seller and Purchaser for 2014 on account of the variance between tenant reimbursements paid for such Prorated Taxes and such Prorated Taxes paid with funds collected from tenants in 2014, and Seller’s allocable share of such variance shall not be equal to an amount determined by multiplying the total variance by the fraction whose numerator is the number of days in such year before the Proration Date, and whose denominator is 365. For purposes of this Section 10.11, tenant reimbursements for taxes includes specific tax reimbursements as well as the tax reimbursement component of any CAM to the extent not prorated under Section 10.4merged therein.
Appears in 1 contract
Samples: Contribution Agreement (Beacon Capital Partners Inc)
Real Estate and Personal Property Taxes. Real estate and personal property taxes and assessments imposed on the Shopping Center, which shall be deemed to include any special assessments, and any additional taxes and assessments arising out of a change of ownership as a result of the Closing (“Prorated Taxes”), shall be prorated for the calendar year or fiscal year, as of the Proration Date in accordance with this Section 10.11. Seller and Purchaser agree that Sellercase may be, to the extent not paid by tenants, shall be responsible for all taxes accrued prior to 2014, whether or not which such taxes are payable assessed; provided, however, that in jurisdictions where such taxes are paid in arrears and the custom is to apportion them only upon payment thereof, then real estate and personal property taxes shall be apportioned based on such custom. Such proration shall be calculated based upon the actual number of days in such calendar year or fiscal year, as the case may be, with the Seller of such Property or JV Interest being responsible for that portion of such calendar or fiscal year occurring prior to or after Closing. Seller has delivered to Purchaser a schedule showing which tax bills are to be paid with funds that are collected from tenants in 2014. All interim tenant reimbursements received by Seller for Prorated Taxes which have not previously been used by Seller to pay such Prorated Taxes shall be delivered to Purchaser at Closing to be retained by Purchaser until midnight of the final adjustment and determination of Seller’s and Purchaser’s allocable share thereof. All interim tenant reimbursements received by Purchaser for Prorated Taxes shall be retained by Purchaser until the final adjustment and determination of Seller’s and Purchaser’s allocable shares thereof. The parties shall reasonably cooperate with each other in any efforts to obtain a reduction in Prorated Taxes assessed against the Shopping Center for 2014. All refunds or tax savings relating to Prorated Taxes, after deducting any portion thereof due tenants, (x) shall inure to the benefit of Seller to the extent such refunds or tax savings relate to any period day prior to the Closing Date and Purchaser being responsible for that portion of such calendar or fiscal year in which Closing occurs occurring on and same were paid by Seller, (y) shall inure to the benefit of Purchaser to the extent such refunds or tax savings relate to any period after the Closing Date. All prorations shall be based upon the actual tax assessed. If the real estate and/or personal property tax rate and assessments have not been set for the calendar or fiscal year in which the Closing occurs, and (z) then the proration of such taxes shall be prorated based upon the rate and assessments for the preceding calendar or fiscal year, and such proration shall be adjusted between the Seller of such Property or JV Interest and Purchaser as upon presentation of written evidence that the Proration Date if applicable to actual taxes paid for the calendar or fiscal year in which the Closing occursoccurs differ from the amounts used at Closing in accordance with the provisions of Section 3(g). Each Seller shall pay all installments of special assessments due and payable prior to the Closing Date and Purchaser shall pay all installments of special assessments due and payable on and after the Closing Date; provided, however, that prior to any such allocation or proration between no Seller and Purchaser, such refunds or tax savings shall be reduced by the amount of the legal and consulting fees actually incurred by Seller or Purchaser in connection with obtaining such refunds and tax savings. All Prorated Taxes shall be reprorated by Seller and Purchaser upon the reconciliation of the amounts owed by tenants responsible for any “true up” installments of amounts credited special assessments which have not been finally assessed (even if Sellers shall have received notice that such an assessment is contemplated) or which relate to or due from projects that have not been completed on the tenants for such real estate taxes and assessments. Seller and Purchaser shall adjust between themselves amounts owed by Seller and Purchaser for 2014 on account of the variance between tenant reimbursements paid for such Prorated Taxes and such Prorated Taxes paid with funds collected from tenants in 2014, and Seller’s allocable share of such variance shall be equal to an amount determined by multiplying the total variance by the fraction whose numerator is the number of days in such year before the Proration Closing Date, and whose denominator is 365. For purposes of this Section 10.11, tenant reimbursements for taxes includes specific tax reimbursements as well as the tax reimbursement component of any CAM to the extent not prorated under Section 10.4.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Pennsylvania Real Estate Investment Trust)
Real Estate and Personal Property Taxes. Real In addition to all rentals herein reserved, the Tenant shall pay the real estate taxes, levies and personal property assessments imposed, levied upon or assessed against the Premises for each year of .the Term. Said taxes shall be payable in full within thirty (30) days after receipt by Tenant of a statement in writing from Landlord setting forth the amount of taxes and assessments imposed on the Shopping Center, which due under this Section. The term "real estate taxes" as used herein shall be deemed to include any special assessmentsmean all taxes imposed upon the real property and permanent improvements, and any additional all assessments levied against the Premises, but shall not include personal income taxes, inheritance taxes or franchise taxes levied against the Landlord. During the Term, Tenant shall pay, prior to delinquency, all taxes assessed against and assessments arising out of a change of ownership as a result levied upon fixtures, furnishings, equipment and all other personal property contained in the Premises. Upon the commencement of the Closing (“Prorated Taxes”)Term, an impound account for the payment of real estate taxes shall be prorated established and maintained by Landlord, as set forth below. Concurrent with each payment of monthly rental and in addition thereto, Tenant shall pay to Landlord's a sum (the "Funds") equal to one-twelfth (1/12) of the Proration Date in accordance with this Section 10.11. Seller and Purchaser agree that Seller, to the extent not paid by tenants, shall be responsible for all taxes accrued prior to 2014, whether or not such taxes are payable prior to or after Closing. Seller has delivered to Purchaser a schedule showing which tax bills are to be paid with funds that are collected from tenants in 2014. All interim tenant reimbursements received by Seller for Prorated Taxes which have not previously been used by Seller to pay such Prorated Taxes shall be delivered to Purchaser at Closing to be retained by Purchaser until the final adjustment and determination of Seller’s and Purchaser’s allocable share thereof. All interim tenant reimbursements received by Purchaser for Prorated Taxes shall be retained by Purchaser until the final adjustment and determination of Seller’s and Purchaser’s allocable shares thereof. The parties shall reasonably cooperate with each other in any efforts to obtain a reduction in Prorated Taxes assessed against the Shopping Center for 2014. All refunds or tax savings relating to Prorated Taxes, after deducting any portion thereof due tenants, (x) shall inure to the benefit of Seller to the extent such refunds or tax savings relate to any period prior to the year in which Closing occurs and same were paid by Seller, (y) shall inure to the benefit of Purchaser to the extent such refunds or tax savings relate to any period after the year in which the Closing occurs, and (z) shall be prorated between Seller and Purchaser as of the Proration Date if applicable to the year in which the Closing occurs; provided, however, that prior to any such allocation or proration between Seller and Purchaser, such refunds or tax savings shall be reduced by the amount of the legal and consulting fees actually incurred by Seller or Purchaser in connection with obtaining such refunds and tax savings. All Prorated Taxes shall be reprorated by Seller and Purchaser upon the reconciliation of the amounts owed by tenants for any “true up” of amounts credited to or due from the tenants for such yearly real estate taxes and assessments, as may be adjusted from time to time. Seller and Purchaser shall adjust between themselves amounts owed Any funds received by Seller and Purchaser for 2014 on account of the variance between tenant reimbursements paid for such Prorated Taxes and such Prorated Taxes paid with funds collected from tenants in 2014, and Seller’s allocable share of such variance Landlord shall be equal held in an institution chosen by Landlord, in its sole discretion, provided the deposits of which are insured by a federal or state agency. Landlord shall be permitted to an amount determined by multiplying commingle the total variance by Funds with its own funds or the fraction whose numerator is funds of other tenants of Landlord, as Landlord shall determine in its sole discretion. Landlord shall apply the number Funds to pay the real estate taxes for the Premises; provided Landlord shall only be obligated to make such payment of days in such year before the Proration Date, and whose denominator is 365. For purposes of this Section 10.11, tenant reimbursements for taxes includes specific tax reimbursements as well as the tax reimbursement component of any CAM Funds to the extent that Tenant pays the Funds to Landlord. Landlord shall not prorated charge for the holding or handling of Funds. Landlord shall pay interest on the Funds actually held by Landlord based upon a rate equal to the then-existing average interest rate for thirty (30) day certificates of deposit as published by the Wall Street Journal. The prompt payment of the Funds shall be a material covenant of Tenant under Section 10.4this Lease, and shall constitute additional rent hereunder. Landlord shall provide to Tenant an annual accounting of the Funds showing credits and debits to the Funds and the purpose for which each debit to the Funds was made. If the amount of the Funds held by Landlord, together with the future monthly installments of Funds payable prior to the due dates of real estate taxes, shall exceed the amount required to pay said real estate taxes as they fall due, at Landlord's option, such excess shall either be repaid to Tenant or credited to Tenant on monthly installments of Funds. If the amount of the Funds held by Landlord shall be insufficient to pay real estate taxes, as they fall due, Tenant shall immediately pay to Landlord any amount necessary to make up the deficiency in one or more payments, as Landlord may require. In the event that the Premises is transferred by Landlord to another party, which transfer results in an increase in the real estate taxes, Tenant shall not be responsible for the payment of such additional real estate taxes. Notwithstanding the foregoing, the initial impound payments by Tenant, commencing November 1, 1994, shall be utilized for the second (2nd) installment payment of real estate taxes for 1994-95, and, in addition thereto, Tenant shall be responsible for the timely payment of the first (1st) installment payment of real estate taxes for 1994-95 directly to the applicable taxing agency.
Appears in 1 contract
Samples: Lease Agreement (Emeritus Corp\wa\)
Real Estate and Personal Property Taxes. Real estate, as opposed to personal property taxes, shall be prorated only on the basis of real estate taxes which become due and payable in the calendar year during which Closing occurs, based upon the latest available tax xxxx and the number of days elapsed in the calendar year of Closing, as of midnight of the day immediately preceding the Closing Date. Personal property taxes shall be prorated as of the Closing Date based upon the date they become due. Seller shall be entitled to all tax refunds and credits attributable to the Property prior to the Closing Date. Buyer shall pay all real estate and personal property taxes and assessments imposed on the Shopping Center, which shall be deemed entitled to include any special assessments, all tax refunds and any additional taxes credits attributable to the Property after the Closing Date. If the real estate and/or personal property tax rate and assessments arising out of a change of ownership as a result of the Closing (“Prorated Taxes”), shall be prorated as of the Proration Date in accordance with this Section 10.11. Seller and Purchaser agree that Seller, to the extent not paid by tenants, shall be responsible for all taxes accrued prior to 2014, whether or not such taxes are payable prior to or after Closing. Seller has delivered to Purchaser a schedule showing which tax bills are to be paid with funds that are collected from tenants in 2014. All interim tenant reimbursements received by Seller for Prorated Taxes which have not previously been used by Seller to pay such Prorated Taxes shall be delivered to Purchaser at Closing to be retained by Purchaser until the final adjustment and determination of Seller’s and Purchaser’s allocable share thereof. All interim tenant reimbursements received by Purchaser set for Prorated Taxes shall be retained by Purchaser until the final adjustment and determination of Seller’s and Purchaser’s allocable shares thereof. The parties shall reasonably cooperate with each other in any efforts to obtain a reduction in Prorated Taxes assessed against the Shopping Center for 2014. All refunds or tax savings relating to Prorated Taxes, after deducting any portion thereof due tenants, (x) shall inure to the benefit of Seller to the extent such refunds or tax savings relate to any period prior to the year in which Closing occurs and same were paid by Seller, (y) shall inure to the benefit of Purchaser to the extent such refunds or tax savings relate to any period after the year in which the Closing occurs, and (z) then the proration of such taxes shall be prorated between Seller based upon the rate and Purchaser as assessments for the preceding tax year, and there will be no re-proration or adjustment upon receipt of the Proration Date actual tax xxxx even if applicable it differs from the amounts used at Closing. Seller shall pay all special assessments payable prior to the year in which Closing Date and Buyer shall pay all special assessments payable on and after the Closing occursDate; provided, however, that prior Seller shall not be responsible for any special assessments which have not been confirmed or which relate to projects that have not been completed on the date hereof. Notwithstanding the foregoing, any such allocation or proration between obligation of Seller and Purchaser, such refunds or tax savings hereunder shall be reduced by offset on a dollar for dollar basis to the amount of the legal and consulting fees actually incurred by Seller or Purchaser extent Buyer is entitled after Closing to recover an increase in connection with obtaining such refunds and tax savings. All Prorated Taxes shall be reprorated by Seller and Purchaser upon the reconciliation of the amounts owed by tenants for any “true up” of amounts credited to or due taxes from the tenants under the Leases for any tax period prior to the Closing Date, regardless of whether Buyer actually collects such increased taxes from such tenants. In the event the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "escape assessment" or "roll-back taxes") based upon the change in land usage or ownership of the Property, Buyer hereby agrees to pay all such taxes and to indemnify and save Seller harmless from and against all claims and liability for such real estate taxes taxes. Such indemnity shall survive the Closing and assessments. Seller and Purchaser shall adjust between themselves amounts owed by Seller and Purchaser for 2014 on account of the variance between tenant reimbursements paid for such Prorated Taxes and such Prorated Taxes paid with funds collected from tenants in 2014, and Seller’s allocable share of such variance shall not be equal to an amount determined by multiplying the total variance by the fraction whose numerator is the number of days in such year before the Proration Date, and whose denominator is 365. For purposes of this Section 10.11, tenant reimbursements for taxes includes specific tax reimbursements as well as the tax reimbursement component of any CAM to the extent not prorated under Section 10.4merged therein.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Meridian Industrial Trust Inc)
Real Estate and Personal Property Taxes. Real In addition to all rentals herein reserved, the Tenant shall pay the real estate taxes, levies and personal property assessments imposed, levied upon or assessed against the Premises for each year of the Term. Said taxes shall be payable in full within thirty (30) days after receipt by Tenant of a statement in writing from Landlord setting forth the amount of taxes and assessments imposed on the Shopping Center, which due under this Section. The term “real estate taxes” as used herein shall be deemed to include any special assessmentsmean all taxes imposed upon the real property and permanent improvements, and any additional all assessments levied against the Premises, but shall not include personal income taxes, inheritance taxes or franchise taxes levied against the Landlord. During the Term, Tenant shall pay, prior to delinquency, all taxes assessed against and assessments arising out of a change of ownership as a result levied upon fixtures, furnishings, equipment and all other personal property contained in the Premises. Upon the commencement of the Closing (“Prorated Taxes”)Term, an impound account for the payment of real estate taxes shall be prorated established and maintained by Landlord, as set forth below. Concurrent with each payment of monthly rental and in addition thereto, Tenant shall pay to Landlord’s a sum (the “Funds”) equal to one-twelfth (1/12) of the Proration Date in accordance with this Section 10.11. Seller and Purchaser agree that Seller, to the extent not paid by tenants, shall be responsible for all taxes accrued prior to 2014, whether or not such taxes are payable prior to or after Closing. Seller has delivered to Purchaser a schedule showing which tax bills are to be paid with funds that are collected from tenants in 2014. All interim tenant reimbursements received by Seller for Prorated Taxes which have not previously been used by Seller to pay such Prorated Taxes shall be delivered to Purchaser at Closing to be retained by Purchaser until the final adjustment and determination of Seller’s and Purchaser’s allocable share thereof. All interim tenant reimbursements received by Purchaser for Prorated Taxes shall be retained by Purchaser until the final adjustment and determination of Seller’s and Purchaser’s allocable shares thereof. The parties shall reasonably cooperate with each other in any efforts to obtain a reduction in Prorated Taxes assessed against the Shopping Center for 2014. All refunds or tax savings relating to Prorated Taxes, after deducting any portion thereof due tenants, (x) shall inure to the benefit of Seller to the extent such refunds or tax savings relate to any period prior to the year in which Closing occurs and same were paid by Seller, (y) shall inure to the benefit of Purchaser to the extent such refunds or tax savings relate to any period after the year in which the Closing occurs, and (z) shall be prorated between Seller and Purchaser as of the Proration Date if applicable to the year in which the Closing occurs; provided, however, that prior to any such allocation or proration between Seller and Purchaser, such refunds or tax savings shall be reduced by the amount of the legal and consulting fees actually incurred by Seller or Purchaser in connection with obtaining such refunds and tax savings. All Prorated Taxes shall be reprorated by Seller and Purchaser upon the reconciliation of the amounts owed by tenants for any “true up” of amounts credited to or due from the tenants for such yearly real estate taxes and assessments, as may be adjusted from time to time. Seller and Purchaser shall adjust between themselves amounts owed Any funds received by Seller and Purchaser for 2014 on account of the variance between tenant reimbursements paid for such Prorated Taxes and such Prorated Taxes paid with funds collected from tenants in 2014, and Seller’s allocable share of such variance Landlord shall be equal held in an institution chosen by Landlord, in its sole discretion, provided the deposits of which are insured by a federal or state agency. Landlord shall be permitted to an amount determined by multiplying commingls the total variance by Funds with its own funds or the fraction whose numerator is funds of other tenants of Landlord, as Landlord shall determine in its sole discretion. Landlord shall apply the number Funds to pay the real estate taxes for the Premises; provided Landlord shall only be obligated to make such payment of days in such year before the Proration Date, and whose denominator is 365. For purposes of this Section 10.11, tenant reimbursements for taxes includes specific tax reimbursements as well as the tax reimbursement component of any CAM Funds to the extent that Tenant pays the Funds to Landlord. Landlord shall not prorated charge for the holding or handling of Funds. Landlord shall pay interest on the Funds actually held by Landlord based upon a rate equal to the then-existing average interest rate for thirty (30) day certificates of deposit as published by the Wall Street Journal. The prompt payment of the Funds shall be a material covenant of Tenant under Section 10.4this Leasea, and shall constitute additional rent hereunder. Landlord shall provide to Tenant an annual accounting of the Funds showing credits and debits to the Funds and the purpose for which each debit to the Funds was made. If the amount of the Funds held by Landlord, together with the future monthly installments of Funds payable prior to the due dates of real estate taxes, shall exceed the amount required to pay said real estate taxes as they fall due, at Landlord’s option, such excess shall either be repaid to Tenant or credited to Tenant on monthly installments of Funds. If the amount of the Funds held by Landlord shall be insufficient to pay real estate taxes, as they fall due, Tenant shall immediately pay to Landlord any amount necessary to make up the deficiency in one or more payments, as Landlord may require. In the event that the Premises is transferred by Landlord to another party, which transfer results in an increase in the real estate taxes, Tenant shall not be responsible for the payment of such additional real estate taxes. Notwithstanding the foregoing, the initial impound payments by Tenant, commencing November 1, 1994, shall be utilized for the second (2nd) installment payment of real estate taxes for 1994-95, and, in addition thereto, Tenant shall be responsible for the timely payment of the first (1st) installment payment of real estate taxes for 1994-95 directly to the applicable taxing-agency.
Appears in 1 contract
Samples: Lease Agreement (Emeritus Corp\wa\)
Real Estate and Personal Property Taxes. Real estate estate, ad valorem and personal property taxes due and assessments imposed on payable for the Shopping Center, which shall be deemed Properties during the tax year applicable to include any special assessments, and any additional taxes and assessments arising out of a change of ownership as a result each of the Properties (each such applicable tax year a “Tax Year”) in which the Closing occurs (“Prorated Taxes”), regardless of the year for which such taxes are assessed) shall be prorated as on a cash basis. Such proration shall be calculated based upon the actual number of days in such Tax Year for the applicable Property, with Seller being responsible for that portion of such Tax Year occurring prior to 12:01 a.m. on the Closing Date and Buyer being responsible for that portion of such Tax Year occurring after 12:01 a.m. on the Closing Date, in each case for each of the Proration Date in accordance with this Section 10.11Properties. Seller If, at the Closing, the real estate and/or personal property tax rate and Purchaser agree that Seller, assessments relating to any of the extent not paid by tenants, shall be responsible for all taxes accrued prior to 2014, whether or not such taxes are payable prior to or after Closing. Seller has delivered to Purchaser a schedule showing which tax bills are to be paid with funds that are collected from tenants in 2014. All interim tenant reimbursements received by Seller for Prorated Taxes which Properties have not previously been used by Seller set for the Tax Year applicable to pay such Prorated Taxes shall be delivered to Purchaser at Closing to be retained by Purchaser until the final adjustment and determination of Seller’s and Purchaser’s allocable share thereof. All interim tenant reimbursements received by Purchaser for Prorated Taxes shall be retained by Purchaser until the final adjustment and determination of Seller’s and Purchaser’s allocable shares thereof. The parties shall reasonably cooperate with each other in any efforts to obtain a reduction in Prorated Taxes assessed against the Shopping Center for 2014. All refunds or tax savings relating to Prorated Taxes, after deducting any portion thereof due tenants, (x) shall inure to the benefit of Seller to the extent such refunds or tax savings relate to any period prior to the year in which Closing occurs and same were paid by Seller, (y) shall inure to the benefit of Purchaser to the extent such refunds or tax savings relate to any period after the year Property in which the Closing occurs, and (z) then the proration of such taxes shall be prorated based upon the rate and assessments for the applicable preceding Tax Year applicable to such Property, and such proration shall be adjusted between Seller and Purchaser as Buyer after the Closing upon presentation of written evidence that the Proration Date if actual taxes due and payable during the applicable to the year Tax Year in which the Closing occursoccurs differ from the amounts used at the Closing and in accordance with the provisions of Section 7.7 hereof. Seller shall pay all installments of special assessments due and payable prior to the Closing Date, and Buyer shall pay all installments of special assessments due and payable on and after the Closing Date; provided, however, that prior to any such allocation or proration between Seller and Purchaser, such refunds or tax savings shall not be reduced required by the amount foregoing to pay any installments of special assessments which have not been confirmed or which relate to projects that have not been completed on the date hereof. In the event any of the legal Properties has been assessed for property tax purposes at such rates as would result in reassessment (i.e., “escape assessment” or “roll-back taxes”) based upon the change in land usage or ownership of such Property, Buyer hereby agrees to pay all such taxes and consulting fees actually to indemnify and hold Seller harmless from and against all damages, losses, costs, claims, liabilities, expenses, demands and obligations incurred by Seller or Purchaser in connection with obtaining respect to such refunds taxes. This Section 7.2 shall survive the Closing and tax savings. All Prorated Taxes shall not be reprorated by Seller and Purchaser upon the reconciliation of the amounts owed by tenants for any “true up” of amounts credited to or due from the tenants for such real estate taxes and assessments. Seller and Purchaser shall adjust between themselves amounts owed by Seller and Purchaser for 2014 on account of the variance between tenant reimbursements paid for such Prorated Taxes and such Prorated Taxes paid with funds collected from tenants in 2014, and Seller’s allocable share of such variance shall be equal to an amount determined by multiplying the total variance by the fraction whose numerator is the number of days in such year before the Proration Date, and whose denominator is 365. For purposes of this Section 10.11, tenant reimbursements for taxes includes specific tax reimbursements as well as the tax reimbursement component of any CAM to the extent not prorated under Section 10.4merged therein.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Extra Space Storage Inc.)
Real Estate and Personal Property Taxes. Real estate taxes, as opposed to personal property taxes, shall be prorated only on the basis of real estate taxes which become due and payable in the calendar year during which Closing occurs, based upon the latest available tax bill xxx the number of days elapsed in the calendar year of Closing, as of midnight of the day immediately preceding the Closing Date. Personal property taxes shall be prorated as of the Closing Date based upon the date they become due. Prudential shall be entitled to all tax refunds and credits attributable to the Facilities prior to the Closing Date. Meridian shall pay all real estate and personal property taxes and assessments imposed on the Shopping Center, which shall be deemed entitled to include any special assessments, all tax refunds and any additional taxes credits attributable to the Facilities after the Closing Date. If the real estate and/or personal property tax rate and assessments arising out of a change of ownership as a result of the Closing (“Prorated Taxes”), shall be prorated as of the Proration Date in accordance with this Section 10.11. Seller and Purchaser agree that Seller, to the extent not paid by tenants, shall be responsible for all taxes accrued prior to 2014, whether or not such taxes are payable prior to or after Closing. Seller has delivered to Purchaser a schedule showing which tax bills are to be paid with funds that are collected from tenants in 2014. All interim tenant reimbursements received by Seller for Prorated Taxes which have not previously been used by Seller to pay such Prorated Taxes shall be delivered to Purchaser at Closing to be retained by Purchaser until set for the final adjustment and determination of Seller’s and Purchaser’s allocable share thereof. All interim tenant reimbursements received by Purchaser for Prorated Taxes shall be retained by Purchaser until the final adjustment and determination of Seller’s and Purchaser’s allocable shares thereof. The parties shall reasonably cooperate with each other in any efforts to obtain a reduction in Prorated Taxes assessed against the Shopping Center for 2014. All refunds or tax savings relating to Prorated Taxes, after deducting any portion thereof due tenants, (x) shall inure to the benefit of Seller to the extent such refunds or tax savings relate to any period prior to the year in which Closing occurs and same were paid by Seller, (y) shall inure to the benefit of Purchaser to the extent such refunds or tax savings relate to any period after the calendar year in which the Closing occurs, and (z) then the proration of such taxes shall be prorated based upon the rate and assessments for the preceding calendar year, and such proration shall be adjusted between Seller Prudential and Purchaser as Meridian upon presentation of written evidence that the Proration Date if applicable to actual taxes paid for the calendar year in which the Closing occursoccurs differ from the amounts used at Closing and in accordance with the provisions of Section 5.7. Prudential shall pay all installments of special assessments due and payable prior to the Closing Date and Meridian shall pay all installments of special assessments due and payable on and after the Closing Date; provided, however, that prior to any such allocation or proration between Seller and Purchaser, such refunds or tax savings Prudential shall not be reduced by the amount of the legal and consulting fees actually incurred by Seller or Purchaser in connection with obtaining such refunds and tax savings. All Prorated Taxes shall be reprorated by Seller and Purchaser upon the reconciliation of the amounts owed by tenants responsible for any “true up” installments of amounts credited special assessments which have not been confirmed or which relate to projects that have not been completed on the date hereof. Notwithstanding the foregoing terms of this Section, Prudential shall have no obligation to pay (and Meridian shall not receive a credit at Closing for) any real estate or due personal property taxes or special assessments to the extent that Meridian is entitled after Closing to reimbursement of taxes and assessments, or the recovery of any increase in taxes and assessments, from the tenants for under the Leases, regardless of whether Meridian actually collects such real estate reimbursement or increased taxes and assessments. Seller and Purchaser shall adjust between themselves amounts owed by Seller and Purchaser for 2014 on account of the variance between tenant reimbursements paid for assessments from such Prorated Taxes and such Prorated Taxes paid with funds collected from tenants in 2014tenants, and Seller’s allocable share of such variance shall be equal to an amount determined by multiplying the total variance by the fraction whose numerator is the number of days in such year before the Proration Date, and whose denominator is 365. For purposes of this Section 10.11, tenant reimbursements for taxes includes specific tax reimbursements as well as the tax reimbursement component of any CAM to the extent not prorated under Section 10.4.it being
Appears in 1 contract
Samples: Contribution Agreement (Prudential Insurance Co of America)
