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 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. Proration of Ad Valorem Taxes. Subject to the terms of Section 6.3.4 below, Buyer assumes and agrees to pay so much of the Seller shall only prorate ad valorem real estate taxes and personal property taxes for the Property that are assessed for the Tax Year in respect which Closing occurs. In the event Closing does not occur until 2005, Seller shall pay 2004 real estate and personal property taxes at or prior to Closing, whether or not due and payable. There shall be no proration of ad valorem real estate or personal property taxes other than as set forth hereinabove, and, as between Buyer and Seller, Buyer agrees that it shall be solely responsible for all such ad valorem real estate and personal property taxes due and payable after the Closing. The proration of the Property ad valorem real estate and personal property taxes assessed for and first becoming a lien during the calendar year Tax Year in which Closing occurs (the “Current Year Taxes”) as shall be allocable calculated as follows: (a) Seller shall be responsible for that portion of such taxes equal to Buyer (i) the total such taxes assessed for the Tax Year in which Closing occurs, multiplied by proration (based upon ii) a fraction, the numerator of which shall be the number of days in such calendar year on and after Tax Year prior to the Closing Date). Seller , and the denominator of which shall pay be 366; and (b) Buyer shall be responsible for that portion of such taxes equal to (i) all delinquent real estate the total such taxes and personal property taxesassessed for the Tax Year in which Closing occurs, multiplied by (ii) both installments a fraction, numerator 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 Tax Year subsequent to and including the Closing Date, and the denominator of which shall be 366. Notwithstanding anything herein to the contrary, Seller agrees to collect and remit to the appropriate taxing authority all sales and use taxes required by Law to be collected by Seller prior to the Closing Date). Any such , and Buyer agrees to collect and remit to the property taxing authorities all sales and use 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 required by Law to be collected 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 on 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.after the

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.