Common use of Real Estate Taxes and Special Assessments Clause in Contracts

Real Estate Taxes and Special Assessments. Seller shall be responsible for payment to the collecting authorities of all real estate taxes and installments of special assessments and other assessments of any kind or nature whatsoever ("Taxes") which have been assessed against the Real Property and which are due and payable as of the date (the "Proration Date") immediately preceding the Closing Date, and Purchaser shall be responsible for payment to the collecting authorities of all Taxes which have been or will be assessed and which become due and payable on and after the Closing Date, subject to proration as provided herein. With respect to Taxes which have been assessed against the Real Property but which are not due and payable as of the day prior to the Closing Date, such Taxes shall be prorated as of the day prior to the Closing Date on the basis of the most recent ascertainable Taxes, with Seller providing Purchaser a credit at Closing for such prorated amount; provided, however, there shall be no proration of Taxes to the extent that Taxes are or will be payable by Tenants under Leases, and provided further that Seller provides Purchaser a credit at closing in an amount equal to the monthly amounts which Seller has received from Tenants under the Leases for Taxes which have been assessed against the Real Property but which are not due and payable. If the real property tax assessment for the fiscal year in which the Closing occurs has not been issued as of the Closing Date, real property taxes shall be prorated based on the most recent assessed value of the Property, multiplied by the current tax rate, and such tax proration shall be subject to adjustment pursuant to subparagraph (m) of this Section 11.

Real Estate Taxes and Special Assessments. General real estate taxes and assessments paid by the tenants under the Leases shall not be prorated. Subject to the preceding sentence, general real estate taxes and assessments payable during the tax year in which Closing occurs will be prorated at the Closing on an accrual basis on the basis of the taxes and assessments that accrue and are due and payable during the tax year in which the Closing occurs as follows: (i) Seller shall be responsible for payment to the collecting authorities that portion of all real estate such taxes and installments assessments equal to (A) the total of special assessments and other assessments of any kind or nature whatsoever ("Taxes") which have been assessed against the Real Property and which are such taxes due and payable as of during the date (the "Proration Date") immediately preceding tax year in which the Closing Dateoccurs, and Purchaser multiplied by (B) a fraction, the numerator of which shall be responsible for payment to the collecting authorities number of all Taxes which have been or will be assessed and which become due and payable on and after the Closing Date, subject to proration as provided herein. With respect to Taxes which have been assessed against the Real Property but which are not due and payable as of the day days in such tax year prior to the Closing Date, such Taxes and the denominator of which shall be prorated as 365; and (ii) Buyer shall be responsible for that portion of such taxes and assessments equal to (A) the total of such taxes due and payable during the tax year in which the Closing occurs, multiplied by (B) a fraction, the numerator of which shall be the number of days in such tax year subsequent to and including the Closing Date, and the denominator of which shall be 365. Notwithstanding anything to the contrary herein, Seller shall be entitled to any and all tax refunds relating to the period before the Closing Date, regardless of when the refunds are received, except if and to the extent that such refunds are payable to tenants of the day Property at the time such refunds are received under the terms of their respective Leases, in which case the refundable portion of the amount received shall be paid to such tenants. Buyer shall pay any such refund received by Buyer to Seller, less amounts paid to tenants as described above, within five (5) Business Days of receipt by Buyer or its successors-in-interest. Seller shall have the sole authority to prosecute any tax protest, challenge or appeal for a tax year ending prior to the Closing Date on the basis of the most recent ascertainable Taxes, and Buyer shall reasonably cooperate (with Seller providing Purchaser a credit at Closing for paying any out-of-pocket costs incurred by Buyer in doing so) in the prosecution of any such prorated amount; providedprotest, however, there shall be no proration of Taxes to the extent that Taxes are challenge or will be payable by Tenants under Leases, and provided further that Seller provides Purchaser a credit at closing in an amount equal to the monthly amounts which Seller has received from Tenants under the Leases for Taxes which have been assessed against the Real Property but which are not due and payable. If the real property tax assessment for the fiscal year in which the Closing occurs has not been issued as of the Closing Date, real property taxes shall be prorated based on the most recent assessed value of the Property, multiplied by the current tax rate, and such tax proration shall be subject to adjustment pursuant to subparagraph (m) of this Section 11appeal.

Real Estate Taxes and Special Assessments. Seller Landlord shall be responsible notify, authorize and direct the taxing authority and collector to send to Tenant all tax bills and assessments, or Landlord shall timely forward to Tenant all such tax bills and assessments on the Premises. Tenant covenants and agrees to pay or have paid, beginning on the date following the date on which complete possession of the Premises has been delivered to Tenant and thereafter throughout the term of this Lease, before any fine, penalty or costs are added thereto for non-payment to the collecting authorities of thereof, all levies, real estate taxes taxes, ad valorem taxes, water and installments sewerage charges and similar charges and to make all payments on account of special or general assessments and other assessments against the Premises for local improvements as hereinafter provided (all of any kind which are referred to in this Lease as “Taxes” or nature whatsoever ("Taxes"“Tax”) which have been are levied or assessed against the Real Property Premises and the improvements thereon, or any part thereof, and which may become payable during the term as aforesaid, whether such Taxes are ordinary or extraordinary, when they shall respectively become due and payable as of the date (the "Proration Date") immediately preceding the Closing Datepayable, and Purchaser shall be responsible for payment to the collecting authorities end that the Landlord shall receive the cash rent herein specified free and clear of all Taxes which have been or will accrue and become payable during the term of this Lease and any extension thereof. Such Taxes for the year in which the Lease ends shall be assessed prorated between Landlord and which become due and payable on and after the Closing Date, subject to proration as provided herein. With respect to Taxes which have been assessed against the Real Property but which are not due and payable Tenant as of the day prior to the Closing Date, such Taxes shall be prorated as of the day prior to the Closing Date on the basis of the most recent ascertainable Taxes, with Seller providing Purchaser a credit at Closing for such prorated amountending date; provided, however, that the Tenant shall not be chargeable with, nor obligated to pay, any income, inheritance, devolution, gift, franchise, corporate, capital levy or estate tax which may be at any time levied or assessed against or become a lien upon the Premises or the rents payable hereunder, but Landlord at its own cost and expense covenants and warrants to discharge same so as to keep the Premises free of the liens of same. Upon Landlord’s failure to do so, Tenant may pay the same and deduct the total thereof from the rent payments until Tenant shall be fully reimbursed for monies so advanced, it being the intent hereof that Tenant shall be liable for the payment of such Taxes as are commonly known as real estate taxes or assessments, and as are assessed in respect of the real estate as such. If there are any Taxes assessed against the Premises and payment thereof is permitted or provided to be made in installments over a period of years, Tenant shall be obligated to pay only those installments which are required to be paid during its tenancy, but Tenant shall not be obligated to pay and Landlord shall cause to be paid any installment of such Taxes, which at the commencement of this Lease term shall be in arrears. All Taxes for the respective tax fiscal years in which the term of this Lease shall commence and terminate, and whether or not the same have become liens upon the Premises, shall be apportioned as of the commencement of this Lease and as of the date of termination hereof, respectively, so that Tenant shall pay for only those portions of said respective fiscal tax years as are encompassed within the term of this Lease and any extensions thereof. Written evidence of the payment of said Taxes and special assessments shall be furnished by the Tenant to the Landlord upon Landlord’s written request therefor. If the Tenant, in good faith, shall desire to contest the validity or amount of any Tax herein agreed to be paid by it, it shall not be required to pay, discharge or remove such Tax so long as it shall, in good faith, at its own expense, contest the same or the validity thereof by appropriate proceedings, in the name of the Landlord, if necessary. So long as Tenant shall continue to contest such Tax, any lien imposed on the property for failure to pay such Tax shall not be deemed a breach of the covenant against liens. Landlord shall cooperate in all respects with Tenant in contesting any such Tax or lien, provided however that Landlord shall incur no cost or expense in connection with same and Tenant shall indemnify and hold harmless the Landlord from and against all losses, claims, suits, liens, judgments, costs and expenses (including reasonable attorney’s fees and costs) that may at any time be incurred by, imposed upon, or asserted against Landlord arising out of the contest of any such tax lien. Anything contained in this paragraph notwithstanding, Tenant shall pay and discharge any such contested tax promptly, (a) upon final resolution of any such contest or appeal and in all cases prior to the same being reduced to judgment by the taxing authority, or (b) in the event that the nonpayment of such taxes subjects the property to forfeiture, or (c) causes proceedings for collection or sale of the property to be instituted, or (d) causes a lien to be placed on or threatened to be placed on the assets of Landlord, or (e) causes criminal proceedings to be instituted or (f) results in a default being declared by Landlord’s mortgagee. The Landlord further covenants and agrees that if there shall be no proration any refunds or rebates on account of Taxes any Tax paid by the Tenant under the provisions of this Lease, such refund or rebate shall belong to the extent that Taxes are or will be payable by Tenants under LeasesTenant, and provided further that Seller provides Purchaser a credit at closing in an amount equal the Landlord will, upon request of Tenant, sign any receipts which may be necessary to secure the monthly amounts which Seller has payment of any such refunds or rebate, and will pay over to Tenant such refund or rebate received from Tenants under the Leases for Taxes which have been assessed against the Real Property but which are not due and payable. If the real property tax assessment for the fiscal year in which the Closing occurs has not been issued as of the Closing Date, real property taxes shall be prorated based on the most recent assessed value of the Property, multiplied by the current tax rate, and such tax proration shall be subject to adjustment pursuant to subparagraph (m) of this Section 11Landlord.

Real Estate Taxes and Special Assessments. Seller Tenant shall be responsible for payment pay to the collecting authorities taxing authorities, before interest or penalty attaches thereto, all real estate taxes and special assessments with respect to the Leased Premises which are due and payable during the term of all this Lease commencing with 1\365ths of those real estate taxes and installments of special assessments and other assessments of any kind or nature whatsoever ("Taxes") which have been assessed against the Real Property and which are due and payable in 2000 for each day in the calendar year following the commencement date of this Lease as set forth in paragraph 3 "Term of the date (the "Proration Date") immediately preceding the Closing Date, Lease" and Purchaser shall be responsible for payment to the collecting authorities concluding with 1\365ths of all Taxes which have been or will be assessed said taxes and which become assessments due and payable on and after in the Closing Datecalendar year in which this lease terminates for each day in said calendar year prior to the termination of this Lease. Nothing set forth herein shall require Tenant to pay any installments of special assessments levied prior to termination of this Lease, subject to proration as provided herein. With respect to Taxes which have been assessed against the Real Property but which are not due and payable after said year of termination. Tenant shall have the right to contest or review by legal and other proceedings, or in such other manner as Tenant may deem suitable any assessed valuation, real estate tax or assessment. Landlord shall, if so requested by Tenant, join in any proceedings, but Landlord shall not be liable for any expenses, including attorney's fees, in connection therewith. Tenant shall indemnify and save Landlord harmless from any such expenses, including any cost of expense sustained by Landlord in connection therewith. Any amount already paid by Tenant and subsequently recovered as a result of such contest or review shall be for the account of Tenant. Landlord agrees that Landlord shall obtain the separate assessment, for real estate tax purposes, of the day prior Leased Premises and represents and warrants to Tenant that the Closing Date, such Taxes Leased Premises shall be prorated as covered by a real estate tax parcel which shall not include lands or improvements other than those which are contained within the Leased Premises. In the event the provisions of the day prior to the Closing Date any mortgage now or hereafter placed on the basis Leased Premises by Landlord shall require that the mortgagor make monthly payments to such holder for the purpose of the most recent ascertainable Taxespaying real estate taxes and installments of assessments, with Seller providing Purchaser a credit at Closing then Tenant shall make corresponding monthly payments to Landlord for such prorated amount; provided, however, there shall be no proration of Taxes to the extent that Taxes are or will be payable by Tenants under Leases, and provided further that Seller provides Purchaser a credit at closing in an amount equal to the monthly amounts which Seller has received from Tenants under the Leases for Taxes which have been assessed against the Real Property but which are not due and payable. If the real property tax assessment for the fiscal year in which the Closing occurs has not been issued as of the Closing Date, real property taxes shall be prorated based on the most recent assessed value of the Property, multiplied by the current tax rate, and such tax proration shall be subject to adjustment pursuant to subparagraph (m) of this Section 11items.

Real Estate Taxes and Special Assessments. Seller shall be responsible for payment to the collecting authorities of all The general real estate taxes and installments (excluding special assessments) for the year of special assessments and other assessments closing, regardless of any kind or nature whatsoever ("Taxes") which have been assessed against the Real Property and which are due and payable as of the date (the "Proration Date") immediately preceding the Closing Datewhen payable, and Purchaser shall be responsible for payment to the collecting authorities of all Taxes which have been or will be assessed and which become due and payable on and after the Closing Date, subject to proration as provided herein. With respect to Taxes which have been assessed against the Real Property but which are not due and payable as of the day prior to the Closing Date, such Taxes shall be prorated as to date of the day prior to the Closing Date on the basis of the most recent ascertainable Taxesclosing, with Seller providing Purchaser a credit at Closing for such prorated amount; provided, however, there shall be no proration of Taxes to the extent that Taxes are or will be payable by Tenants under Leases, and provided further that Seller provides Purchaser a credit at closing in an amount equal to the monthly amounts which Seller has received from Tenants under the Leases for Taxes which have been assessed against the Real Property but which are not due and payable. If the real property tax assessment for the fiscal year in which the Closing occurs has not been issued as of the Closing Date, real property taxes shall be prorated based on the most recent mill rate or tax rate times the most recent assessed value value, with Seller being responsible for the day of the closing. If the Property is a part of a larger tax parcel, then the general taxes for the year of closing will be reasonably apportioned between the Property and the remainder of the property included within such tax parcel, with the amount apportioned to the Property then to be prorated as contemplated in this Section (and, in such a circumstance, the parties agree that an agreement or escrow may be necessary to ensure that the taxes due by Seller for the year of closing and relating to the property retained by Seller will be paid in full and may not become a lien against the Property). Taxes for all years prior to the year of closing, regardless of when payable, shall be paid by Seller on or before closing. Notwithstanding the foregoing, if the actual taxes and assessments for the year of the closing are materially different than the amount used for the proration at closing, Seller hereby agrees to pay/reimburse Buyer for any deficiency between the amount paid/credited at closing and the Seller’s pro rata portion of the actual taxes and assessments, which payment shall be made within ten (10) days following a written notice from Buyer to Seller along with a copy of the invoice for such actual taxes and assessments. Buyer shall be responsible for and will assume at closing, as the consideration to Seller for the sale of the Property, multiplied by the current tax rate, and such tax proration shall be subject to adjustment pursuant to subparagraph (m) outstanding balance of the existing special assessments associated with the Property. The provisions contained in this Section 117 shall survive the closing.

Real Estate Taxes and Special Assessments. Seller Tenant shall be responsible for payment pay to the collecting authorities taxing authorities, before interest or penalty attaches thereto, all real estate taxes and special assessments with respect to the Leased Premises which are due and payable during the term of all this Lease commencing with 1\365ths of those real estate taxes and installments of special assessments and other assessments of any kind or nature whatsoever ("Taxes") which have been assessed against the Real Property and which are due and payable in 1999 for each day in the calendar year following the commencement date of this Lease as set forth in paragraph 3 "Term of the date (the "Proration Date") immediately preceding the Closing Date, Lease" and Purchaser shall be responsible for payment to the collecting authorities concluding with 1\365ths of all Taxes which have been or will be assessed said taxes and which become assessments due and payable on and after in the Closing Datecalendar year in which this lease terminates for each day in said calendar year prior to the termination of this Lease. Nothing set forth herein shall require Tenant to pay any installments of special assessments levied prior to termination of this Lease, subject to proration as provided herein. With respect to Taxes which have been assessed against the Real Property but which are not due and payable after said year of termination. Tenant shall have the right to contest or review by legal and other proceedings, or in such other manner as Tenant may deem suitable any assessed valuation, real estate tax or assessment. Landlord shall, if so requested by Tenant, join in any proceedings (including any cost of expense sustained by Landlord in connection therewith) shall be borne by Tenant. Any amount already paid by Tenant and subsequently recovered as a result of such contest or review shall be for the account of Tenant. Landlord agrees that Landlord shall obtain the separate assessment, for real estate tax purposes, of the day prior Leased Premises and represents and warrants to Tenant that the Closing Date, such Taxes Leased Premises shall be prorated as covered by a real estate tax parcel which shall not include lands or improvements other than those which are contained within the Leased Premises. In the event the provisions of the day prior to the Closing Date any mortgage now or hereafter placed on the basis Leased Premises by Landlord shall require that the Mortgagor make monthly payments to such holder for the purpose of the most recent ascertainable Taxespaying real estate taxes and installments of assessments, with Seller providing Purchaser a credit at Closing then Tenant shall make corresponding monthly payments to Landlord for such prorated amount; provided, however, there shall be no proration of Taxes to the extent that Taxes are or will be payable by Tenants under Leases, and provided further that Seller provides Purchaser a credit at closing in an amount equal to the monthly amounts which Seller has received from Tenants under the Leases for Taxes which have been assessed against the Real Property but which are not due and payable. If the real property tax assessment for the fiscal year in which the Closing occurs has not been issued as of the Closing Date, real property taxes shall be prorated based on the most recent assessed value of the Property, multiplied by the current tax rate, and such tax proration shall be subject to adjustment pursuant to subparagraph (m) of this Section 11items.

Real Estate Taxes and Special Assessments. Seller shall be responsible for payment to the collecting authorities of all real Real estate taxes and installments of special assessments imposed by governmental authority (and other any assessments of any kind or nature whatsoever ("Taxes"imposed by private covenant) which have been assessed against the Real Property and which are due and payable in the year of Closing shall be prorated as of the date (Closing Date based upon the "Proration Date") immediately preceding most recent tax bills or assessment. Seller shall receive a credit for any taxes and assessments paid by Seller and applicable to any period after the Closing. Special assessments shall be prorated according to the due dates of installments, with Seller being responsible for installments that become due and payable before the Closing Date, and Purchaser shall be being responsible for payment to the collecting authorities of all Taxes which have been or will be assessed and which installments that become due and payable on and or after the Closing Date. If, subject to proration as provided herein. With respect to Taxes for the fiscal tax year in which have been assessed against the Real Property but which Closing is held, or any prior year, there are not due and payable as of the day any tax protests filed, or abatement application proceedings pending at any time prior to the Closing Datewith reference to the Property, Seller shall have the right to settle such Taxes protests or proceedings as long as such settlement does not include any agreement as to the valuation of the Property for real estate tax purposes for the period after the Closing. Otherwise, Seller shall not settle the same without Purchaser’s prior written consent. All amounts recovered as a result thereof, whether by settlement or otherwise, shall, net of attorneys’ fees and other expenses, be prorated apportioned as of the day prior Closing for the fiscal tax year in which the Closing is held, and paid, when received, to the Closing Date on the basis of the most recent ascertainable Taxes, with Seller providing Purchaser a credit at Closing for such prorated amountparties entitled thereto; provided, however, there shall be no proration of Taxes that to the extent that Taxes any such amounts are or will be payable by Tenants under Leases, and provided further that Seller provides Purchaser a credit at closing in an amount equal to Tenant pursuant to the monthly amounts which Seller has received from Tenants under the Leases for Taxes which have been assessed against the Real Property but which are not due and payable. If the real property tax assessment for the fiscal year in which the Closing occurs has not been issued as terms of the Closing DateLease, real property taxes such amounts shall be prorated based on promptly paid over to such Tenant. The parties agree to execute any papers or take such steps, either before or after any Closing, as may be necessary to carry out the most recent assessed value intention of the Property, multiplied by the current tax rate, and such tax proration shall be subject to adjustment pursuant to subparagraph (m) of this Section 11foregoing.

Real Estate Taxes and Special Assessments. Seller shall be responsible for payment to the collecting authorities of all General real estate taxes and installments of special assessments and other assessments of any kind or nature whatsoever ("Taxes") which have been assessed against the Real Property and which are due and payable shall be prorated as of the date (the "Proration Date") immediately preceding Closing, with taxes assessed for the Closing Date, and Purchaser shall for subsequent assessments for periods preceding Closing due to a change in land usage or ownership, to be responsible for payment to the collecting authorities of all Taxes which paid by Purchaser. If tax bills have been or will issued and the actual amount of general real estate taxes for the calendar year in which Closing occurs can be assessed and which become due and payable on and after precisely determined as of the Closing Date, subject to proration Purchaser shall receive as provided herein. With respect to Taxes which have been assessed a credit against the Real Property but which are not due and payable as of the day prior to the Closing DateConsideration, such Taxes shall be prorated as of the day prior to the Closing Date on the basis of the most recent ascertainable Taxes, with Seller providing Purchaser a credit at Closing for such prorated amount; provided, however, there shall be no proration of Taxes to the extent that Taxes are or will be payable by Tenants under Leases, and provided further that Seller provides Purchaser a credit at closing in an amount equal to the monthly amounts which Seller has received from Tenants under the Leases for Taxes which have been assessed against the Real Property but which are not due and payableSeller’s prorated portion of such real estate tax amount. If tax bills have not been issued, but the real property tax assessment rate for the fiscal calendar year in which the Closing occurs ("Closing Year Tax Rate") has not been issued established, Purchaser shall receive as a credit against the Consideration, an amount equal to Seller’s prorated portion of the product of the Closing Year Tax Rate multiplied by a value to be mutually agreed upon by Seller and Purchaser. If neither the actual taxes nor the Closing Year Tax Rate have been established as of the Closing Date, real property taxes then such calculation shall be prorated based on accomplished by multiplying the sum of a value to be mutually agreed upon by Seller and Purchaser by the most recent assessed value tax rate available, the prorated portion of the Property, multiplied by the current tax rate, and such tax proration which sum shall be subject credited to Purchaser against the Consideration. Purchaser shall notify Seller in writing promptly after the tax bills for the year of closing are available and the actual general real estate taxes for the year of Closing will be reprorated and the parties agree to make adjustment pursuant between them if the reproration results in any difference in the amount credited to subparagraph either party at Closing. The party owing money to the other party shall promptly pay such money to the other party, together with interest thereon at the lesser of two percent (m2%) over the "prime rate" (as announced from time to time in the Wall Street Journal) per annum or the maximum rate allowed by law, from the date the deficiency is determined and each party is notified if payment is not made within twenty (20) days after delivery of this Section 11such notification.

Real Estate Taxes and Special Assessments. Real estate taxes due and payable in the year prior to the year of Closing and all prior years, including any real estate taxes otherwise payable during any such year which may have been deferred, shall be paid by Seller. Real estate taxes due and payable in the year of Closing, shall be prorated as of the Closing Date based upon the parties’ respective period of ownership of the Real Property in the calendar year of Closing; provided Seller shall be responsible for payment the same pursuant to the collecting authorities of all real estate taxes and installments of special assessments and other assessments of any kind or nature whatsoever ("Taxes") which have been assessed against the Real Property and which are due and payable as terms of the date (the "Proration Date") immediately preceding the Closing Date, and Purchaser shall be responsible for payment to the collecting authorities of all Taxes which have been Lease. On or will be assessed and which become due and payable on and after the Closing Date, subject to proration as provided herein. With respect to Taxes which have been assessed against the Real Property but which are not due and payable as of the day prior to the Closing Date, such Taxes Seller shall be prorated pay all special assessments, whether or not then due, levied or pending against the Real Property as of the day prior to date of this Agreement; or, at Purchaser’s option, Purchaser shall receive a credit for the amount thereof against the Purchase Price at closing. If the actual amount of any pending assessments is not known at the Closing Date on Date, the basis of the most recent ascertainable Taxes, with Seller providing Purchaser a credit at Closing for such prorated amount; provided, however, there Title Company shall be no proration of Taxes to the extent that Taxes are or will be payable by Tenants under Leases, and provided further that Seller provides Purchaser a credit withhold in escrow from Seller’s proceeds at closing in an amount equal to 125% of the monthly amounts which Seller has received from Tenants under estimated amount thereof. When the Leases for Taxes which have been assessed against the Real Property but which are not due amount of said assessments becomes fixed and payable. If , the real property tax assessment Title Company shall apply said escrow in payment of the assessments, returning any surplus to Seller; provided that if the amount withheld in escrow is insufficient to pay the assessments, Seller shall immediately pay, and shall be liable for the fiscal year in which the Closing occurs has not been issued as of the Closing Dateimmediate payment of, real property taxes shall be prorated based on the most recent assessed value of the Property, multiplied by the current tax rate, and any such tax proration shall be subject to adjustment pursuant to subparagraph (m) of this Section 11deficiency.

Real Estate Taxes and Special Assessments. To the extent not paid or otherwise payable by the tenant(s) of the Property, general real estate taxes, bonds and assessments that have accrued during the tax year in which Closing occurs will be prorated at the Closing (without regard to when they are or become due and payable; it being understood that Seller shall be solely responsible (and Buyer shall receive a credit against the Purchase Price) for any such taxes or assessments that have accrued as of the Closing but do not become due and payable until after the Closing). Specifically, (i) Seller shall be responsible for payment that portion of such taxes, bonds and assessments equal to (A) the collecting authorities of all real estate total such taxes and installments of special assessments and other assessments of any kind or nature whatsoever ("Taxes") which have been assessed against accrued during the Real Property and tax year in which are due and payable as of the date (the "Proration Date") immediately preceding the Closing Dateoccurs, and Purchaser multiplied by (B) a fraction, the numerator of which shall be responsible for payment to the collecting authorities number of all Taxes which have been or will be assessed and which become due and payable on and after the Closing Date, subject to proration as provided herein. With respect to Taxes which have been assessed against the Real Property but which are not due and payable as of the day days in such tax year prior to the Closing Date, such Taxes and the denominator of which shall be prorated as 366; and (ii) Buyer shall be responsible for that portion of such taxes, bonds and assessments equal to (A) the total such taxes accruing during the tax year in which the Closing occurs, multiplied by (B) a fraction, the numerator of which shall be the number of days in such tax year subsequent to and including the Closing Date, and the denominator of which shall be 366. Notwithstanding anything to the contrary herein, Seller shall be entitled to any and all tax refunds relating to the period before the Closing Date, regardless of when the refunds are received, except if and to the extent that such refunds are payable to the tenant of the day Property at the time such refunds are received under the terms of the Lease, in which case the refundable portion of the amount received shall be paid to such tenant less any costs incurred in collecting such amounts. Buyer shall pay any such refund relating to the period before the Closing Date received by Buyer to Seller, less amounts paid to the tenant as described above, within thirty (30) days of receipt by Buyer or its successors-in-interest. Seller shall have the sole authority to prosecute any tax protest, challenge or appeal for a tax year ending prior to the Closing Date on and Buyer shall cooperate in the basis prosecution of the most recent ascertainable Taxesany such protest, with Seller providing Purchaser a credit challenge or appeal at Closing for such prorated amount; provided, however, there shall be no proration of Taxes cost or expense to the extent that Taxes are or will be payable by Tenants under Leases, and provided further that Seller provides Purchaser a credit at closing in an amount equal to the monthly amounts which Seller has received from Tenants under the Leases for Taxes which have been assessed against the Real Property but which are not due and payableBuyer. If the amount of general real property tax assessment estate taxes for the fiscal tax year in which the Closing occurs has cannot been issued as of be determined on the Closing Date, real property an amount equal to one hundred five percent (105%) of Seller’s proportionate share of the taxes for the tax year in which the Closing occurs based upon the most current estimate of such taxes, assuming for estimating purposes that the Property shall be prorated based fully assessed, shall be debited from Seller’s closing statement at Closing. Such deposit shall be held in escrow and all interest earnings on the most recent assessed value such deposit shall be paid to Seller. The Title Company shall retain such deposit to pay Seller’s share of the Property, multiplied by actual general real estate taxes payable for the current tax rate, and such tax proration shall be subject to adjustment pursuant to subparagraph (m) year in which the Closing occurs in accordance with the provisions of this Section 117(g), and shall pay any excess over to Seller on or before the Reconciliation Date. Seller or Buyer, as applicable, shall pay any deficiency of such party’s pro rata share, when such general real estate taxes are known.