Common use of Real Estate and Personal Property Taxes Clause in Contracts

Real Estate and Personal Property Taxes. Buyer assumes and agrees to pay so much of the real estate taxes and personal property taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which Closing occurs (the “Current Year Taxes”) as shall be allocable to Buyer by proration (based upon the number of days in such calendar year on and after the Closing Date). Seller shall pay (i) all delinquent real estate taxes and personal property taxes, (ii) both installments of real estate taxes and personal property taxes payable during the calendar year in which Closing occurs and (iii) so much of the Current Year Taxes as shall be allocable to Seller by proration (based upon the number of days in such calendar year prior to the Closing Date). Any such taxes which are payable in the calendar year in which Closing occurs but are not due and payable at the time of Closing and the portion of the Current Year Taxes not assumed by Buyer hereunder shall be allowed to Buyer as a credit against the Purchase Price at Closing. If the tax rate and/or assessed value for real estate taxes or personal property taxes which are payable in the calendar year in which Closing occurs but are not yet due and payable at the time of Closing and/or the Current Year Taxes have not been set at the Closing Date, the present tax rate and assessed value shall be used for the purposes of making the adjustments at Closing under this paragraph, and Seller shall not be further liable for such taxes.

Real Estate and Personal Property Taxes. Buyer assumes and agrees to pay so much of the real Real estate taxes, excise --------------------------------------- taxes and personal property taxes in respect attributable to the Property (collectively, "PROPERTY TAXES"), shall be prorated as of the Closing Date. Prudential shall --------------- pay all Property Taxes and shall be entitled to all tax refunds and credits attributable to the Property through 11:59 p.m. on the day before the Closing Date. REIT OP shall be responsible to pay all Property Taxes attributable to the Property as of and after the Closing Date. If any of the Property assessed Tax rates or assessments have not been set for the fiscal year in which the Closing occurs or are otherwise undeterminable at the Closing, then the proration of such taxes and first becoming a lien during payments shall be based upon the rate, assessments and facts for the preceding calendar year, and such proration shall be adjusted between Prudential and REIT OP upon presentation of written evidence that the actual taxes paid for the calendar year in which the Closing occurs (differ from the “Current Year Taxes”) as 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 the Closing Date and REIT OP shall be allocable responsible to Buyer by proration (based upon the number pay all installments of days in such calendar year special assessments due and payable on and after the Closing Date). Seller shall pay (i) all delinquent real estate taxes and personal In the event the Property is assessed for property taxes, (ii) both installments of real estate taxes and personal property taxes payable during the calendar year tax purposes at such rates as would result in which Closing occurs and (iii) so much of the Current Year Taxes as shall be allocable to Seller by proration (reassessment based upon the number of days change in such calendar year prior to the Closing Date). Any such taxes which are payable in the calendar year in which Closing occurs but are not due and payable at the time of Closing and the portion of the Current Year Taxes not assumed by Buyer hereunder shall be allowed to Buyer as a credit against the Purchase Price at Closing. If the tax rate and/or assessed value for real estate taxes or personal property taxes which are payable in the calendar year in which Closing occurs but are not yet due and payable at the time of Closing and/or the Current Year Taxes have not been set at land usage after the Closing Date, the present tax rate REIT OP hereby agrees to pay all such taxes and assessed value shall be used for the purposes of making the adjustments at Closing under this paragraph, to indemnify and Seller shall not be further liable save Prudential harmless from and against all claims and liability for such taxes. Such indemnity, and the obligations of the parties to readjust the applicable prorations under this Section shall survive the Closing and not be merged therein.

Real Estate and Personal Property Taxes. Buyer assumes and agrees Real estate, as opposed to pay so much personal property taxes, shall be prorated only on the basis of the 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 in respect of and shall be entitled to all tax refunds and credits attributable to the Property assessed after the Closing Date. If the real estate and/or personal property tax rate and assessments have not been set for and first becoming a lien during the calendar year in which the Closing occurs (occurs, then the “Current Year Taxes”) as proration of such taxes shall be allocable to Buyer by proration (based upon the number rate and assessments for the preceding tax year, and there will be no re-proration or adjustment upon receipt of days in such calendar year the actual tax xxxx even if it differs from the amounts used at Closing. Seller shall pay all special assessments payable prior to the Closing Date and Buyer shall pay all special assessments payable on and after the Closing Date). ; provided, however, that Seller shall pay (i) all delinquent real estate taxes and personal property taxesnot 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, (ii) both installments any obligation of real estate taxes and personal property taxes payable during the calendar year in which Closing occurs and (iii) so much of the Current Year Taxes as Seller hereunder shall be allocable offset on a dollar for dollar basis to Seller by proration (based upon the number of days extent Buyer is entitled after Closing to recover an increase in such calendar year 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. Any 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 which are payable in the calendar year in which Closing occurs but are not due and payable at the time of Closing to indemnify and the portion of the Current Year Taxes not assumed by Buyer hereunder shall be allowed to Buyer as a credit save Seller harmless from and against the Purchase Price at Closing. If the tax rate and/or assessed value for real estate taxes or personal property taxes which are payable in the calendar year in which Closing occurs but are not yet due all claims and payable at the time of Closing and/or the Current Year Taxes have not been set at the Closing Date, the present tax rate and assessed value shall be used for the purposes of making the adjustments at Closing under this paragraph, and Seller shall not be further liable liability for such taxes. Such indemnity shall survive the Closing and not be merged therein.

Real Estate and Personal Property Taxes. Buyer assumes and agrees to pay so much of the real Real estate taxes and personal property taxes in respect of the Property assessed shall be prorated on a cash basis for and first becoming a lien during the calendar year in which the Closing occurs (occurs, regardless of the “Current Year Taxes”) as year for which such taxes are assessed. Such proration shall be allocable to Buyer by proration (calculated based upon the actual number of days in such calendar year, with Seller being responsible for that portion of such calendar year occurring prior to midnight of the day prior to the Closing Date and Buyer being responsible for that portion of such calendar 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 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 5.8. 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). Seller shall pay (i) all delinquent real estate taxes and personal property taxes; provided, (ii) both installments of real estate taxes and personal property taxes payable during the calendar year in which Closing occurs and (iii) so much of the Current Year Taxes as shall be allocable to Seller by proration (based upon the number of days in such calendar year prior to the Closing Date). Any such taxes which are payable in the calendar year in which Closing occurs but are not due and payable at the time of Closing and the portion of the Current Year Taxes not assumed by Buyer hereunder shall be allowed to Buyer as a credit against the Purchase Price at Closing. If the tax rate and/or assessed value for real estate taxes or personal property taxes which are payable in the calendar year in which Closing occurs but are not yet due and payable at the time of Closing and/or the Current Year Taxes have not been set at the Closing Datehowever, the present tax rate and assessed value shall be used for the purposes of making the adjustments at Closing under this paragraph, and that Seller shall not be further liable responsible for 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 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 taxes. Such indemnity shall survive the Closing and not be merged therein.

Real Estate and Personal Property Taxes. Buyer assumes and agrees to pay so much of the real Real estate taxes and personal property taxes in respect of the Property assessed shall be prorated for and first becoming a lien during the calendar year in or fiscal year, as the case may be, for which Closing occurs (the “Current Year Taxes”) as such taxes are assessed. Such proration shall be allocable to Buyer by proration (calculated based upon the actual number of days in such calendar year or fiscal year, as the case may be, with Seller being responsible for that portion of such calendar or fiscal year occurring prior to midnight of the day prior to the Closing Date and Purchaser being responsible for that portion of such calendar or fiscal year occurring on and after the Closing Date. All prorations shall be based upon the actual tax assessed and any discounts or penalties shall inure to the benefit of, or be borne by, Seller. 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, then the proration of such taxes shall be based upon the rate and assessments for the preceding calendar or fiscal year, and such proration shall be adjusted between Seller and Purchaser upon presentation of written evidence that the actual taxes paid for the calendar or fiscal year in which the Closing occurs differ from the amounts used at Closing in accordance with the provisions of Section 3(g). Seller shall pay (i) all delinquent real estate taxes and personal property taxes, (ii) both installments of real estate taxes special assessments due and personal property taxes payable during the calendar year in which Closing occurs and (iii) so much of the Current Year Taxes as shall be allocable to Seller by proration (based upon the number of days in such calendar year prior to the Closing Date). Any such taxes which are payable in the calendar year in which Closing occurs but are not Date and Purchaser shall pay all installments of special assessments due and payable at the time of Closing on and the portion of the Current Year Taxes not assumed by Buyer hereunder shall be allowed to Buyer as a credit against the Purchase Price at Closing. If the tax rate and/or assessed value for real estate taxes or personal property taxes which are payable in the calendar year in which Closing occurs but are not yet due and payable at the time of Closing and/or the Current Year Taxes have not been set at after the Closing Date; provided, the present tax rate and assessed value shall be used for the purposes of making the adjustments at Closing under this paragraphhowever, and that Seller shall not be further liable responsible for any installments of special assessments which have not been finally assessed (even if Seller shall have received notice that such taxesan assessment is contemplated) or which relate to projects that have not been completed on the date hereof.

Real Estate and Personal Property Taxes. Buyer assumes and agrees to pay so much of the real estate taxes Real estate, ad valorem and personal property taxes in respect due and payable for the Properties during the tax year applicable to each of the Property assessed for and first becoming Properties (each such applicable tax year a lien during the calendar year “Tax Year”) in which the Closing occurs (regardless of the “Current Year Taxes”year for which such taxes are assessed) as shall be allocable to Buyer by prorated on a cash basis. Such proration (shall be calculated based upon the actual number of days in such calendar year 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 Properties. If, at the Closing, the real estate and/or personal property tax rate and assessments relating to any of the Properties have not been set for the Tax Year applicable to such Property in which the Closing occurs, then the proration of such taxes shall be 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 Buyer after the Closing upon presentation of written evidence that the actual taxes due and payable during the applicable Tax Year in which the Closing occurs 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). Seller shall pay (i) all delinquent real estate taxes and personal property taxes; provided, (ii) both installments of real estate taxes and personal property taxes payable during the calendar year in which Closing occurs and (iii) so much of the Current Year Taxes as shall be allocable to Seller by proration (based upon the number of days in such calendar year prior to the Closing Date). Any such taxes which are payable in the calendar year in which Closing occurs but are not due and payable at the time of Closing and the portion of the Current Year Taxes not assumed by Buyer hereunder shall be allowed to Buyer as a credit against the Purchase Price at Closing. If the tax rate and/or assessed value for real estate taxes or personal property taxes which are payable in the calendar year in which Closing occurs but are not yet due and payable at the time of Closing and/or the Current Year Taxes have not been set at the Closing Datehowever, the present tax rate and assessed value shall be used for the purposes of making the adjustments at Closing under this paragraph, and that Seller shall not be further liable required by the 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 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 to indemnify and hold Seller harmless from and against all damages, losses, costs, claims, liabilities, expenses, demands and obligations incurred by Seller with respect to such taxes. This Section 7.2 shall survive the Closing and not be merged therein.

Real Estate and Personal Property Taxes. Buyer assumes and agrees to pay so much of the real Real estate taxes and personal property taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which Closing occurs (the “Current Year Taxes”) as shall be allocable to Buyer by prorated on an accrual basis. Such proration (shall be calculated based upon the actual number of days in such calendar year, with Seller being responsible for that portion of such calendar year occurring prior to midnight of the day prior to the Closing Date and Buyer being responsible for that portion of such calendar 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 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 5.6. 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). Seller shall pay (i) all delinquent real estate taxes and personal property taxes; provided, (ii) both installments of real estate taxes and personal property taxes payable during the calendar year in which Closing occurs and (iii) so much of the Current Year Taxes as shall be allocable to Seller by proration (based upon the number of days in such calendar year prior to the Closing Date). Any such taxes which are payable in the calendar year in which Closing occurs but are not due and payable at the time of Closing and the portion of the Current Year Taxes not assumed by Buyer hereunder shall be allowed to Buyer as a credit against the Purchase Price at Closing. If the tax rate and/or assessed value for real estate taxes or personal property taxes which are payable in the calendar year in which Closing occurs but are not yet due and payable at the time of Closing and/or the Current Year Taxes have not been set at the Closing Datehowever, the present tax rate and assessed value shall be used for the purposes of making the adjustments at Closing under this paragraph, and that Seller shall not be further liable responsible for 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 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 taxes. Such indemnity shall survive the Closing and not be merged therein.