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

Real Estate Taxes and Special Assessments. The general real estate taxes (excluding special assessments) for the year of closing, regardless of when payable, shall be prorated to date of closing, based on the most recent mill rate or tax rate times the most recent assessed 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, the outstanding balance of the existing special assessments associated with the Property. The provisions contained in this Section 7 shall survive the closing.

Real Estate Taxes and Special Assessments. The general real Real estate taxes (excluding special assessments) for the year of closing, regardless of when payable, shall be prorated to date of closing, based on the most recent mill rate or tax rate times the most recent assessed 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 due and payable in and for the year of closing will shall be reasonably apportioned prorated between Seller and Buyer on a calendar year basis to the Property actual date of closing. (a) Buyer shall pay real estate taxes due and payable in the remainder year following closing and thereafter and any unpaid special assessments payable therewith and thereafter, the payment of which is not otherwise provided for herein. (b) Seller warrants that the property included within such tax parcel, real estate taxes and installments of special assessments which were due and payable in the years preceding the year in which this Agreement is dated are paid in full. (c) Buyer shall assume on the date of closing all installments of special assessments certified for payment 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 real estate taxes due by Seller for the year of closing and relating to the property retained by Seller will be paid payable in full and may not become a lien against the Property). Taxes for all years prior to the year of closing. (d) Buyer shall assume on the date of closing all other special assessments levied as of the date of this agreement. (e) Buyer shall assume on the date of closing special assessments pending as of the date of this agreement for improvements that have been ordered by the City Council or other governmental assessing authorities. As of the date of this Purchase Agreement, regardless Seller represents that Seller has not received a Notice of when payableHearing of a new public improvement project from any governmental assessing authority, the costs of which project may be assessed against the property. If a special assessment becomes pending after the date of this Agreement and before the date of closing, Buyer may, at Buyer's option: i. Assume payment of the pending special assessment without adjustment to the purchase agreement price of the property; or ii. Require Seller to pay the pending special assessment (or escrow for payment of same as provided above) and Buyer shall pay a commensurate increase in the purchase price of the property, which increase shall be paid the same as the estimated amount of the assessment; or iii. Declare this Agreement null and void by notice to Seller, and xxxxxxx money shall be refunded to Buyer. (f) Seller shall pay on the date of closing any deferred real estate taxes or before closing. Notwithstanding the foregoing, if the actual taxes and special assessments for the year payment of which is required as a result 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, the outstanding balance of the existing special assessments associated with the Property. The provisions contained in this Section 7 shall survive the closingsale.

Real Estate Taxes and Special Assessments. The general 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 (excluding special assessments"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 year collecting authorities of closingall Taxes which have been or will be assessed and which become due and payable on and after the Closing Date, regardless 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 when payablethe day prior to the Closing Date, such Taxes shall be prorated as of the day prior to date the Closing Date on the basis of closingthe 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 mill rate or tax rate times the most recent assessed 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 value of the Property, multiplied by the outstanding balance current tax rate, and such tax proration shall be subject to adjustment pursuant to subparagraph (m) of the existing special assessments associated with the Property. The provisions contained in this Section 7 shall survive the closing11.

Real Estate Taxes and Special Assessments. The To the extent not paid or otherwise payable by the tenant(s) of the Property, general real estate taxes taxes, bonds and assessments that have accrued during the tax year in which Closing occurs will be prorated at the Closing (excluding special assessmentswithout 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 year of closingClosing but do not become due and payable until after the Closing). Specifically, regardless of when payable, (i) Seller shall be prorated to date of closing, based on the most recent mill rate or tax rate times the most recent assessed value, with Seller being responsible for that portion of such taxes, bonds and assessments equal to (A) the day total such taxes which have accrued during the tax year in which the Closing occurs, multiplied by (B) a fraction, the numerator of which shall be the closing. If the Property is a part number 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 days in 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 Closing Date, and the denominator of closing, regardless of when payable, which shall be paid by Seller on or before closing. Notwithstanding the foregoing, if the actual taxes 366; 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 (10ii) 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 that portion of such taxes, bonds and will assume 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 Property at closingthe 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 and Buyer shall cooperate in the prosecution of any such protest, challenge or appeal at no cost or expense to Buyer. If the amount of general real estate taxes for the tax year in which the Closing occurs cannot be determined on the Closing Date, 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 fully assessed, shall be debited from Seller’s closing statement at Closing. Such deposit shall be held in escrow and all interest earnings on such deposit shall be paid to Seller. The Title Company shall retain such deposit to pay Seller’s share of the actual general real estate taxes payable for the tax year in which the Closing occurs in accordance with the provisions of this Section 7(g), and shall pay any excess over to Seller on or before the Reconciliation Date. Seller or Buyer, as the consideration to Seller for the sale applicable, shall pay any deficiency of the Propertysuch party’s pro rata share, the outstanding balance of the existing special assessments associated with the Property. The provisions contained in this Section 7 shall survive the closingwhen such general real estate taxes are known.

Real Estate Taxes and Special Assessments. The general In addition to the real estate taxes paid by Tenant pursuant to paragraph 10(c) (excluding which shall include the real estate taxes on the Tenant Improvements and other improvements made by Tenant), above, a share of all other real estate taxes and special assessments) assess- ments levied or assessed by lawful authority against the Complex during the term of this Lease shall be timely paid by Tenant as provided herein. Tenant shall pay such share of the real estate taxes and special assessments for the year Complex calculated by multiplying the total real estate taxes and special assessments for the Complex (less the amounts paid by Tenant pursuant to paragraph 10(c), above and less the amounts of closingreal estate taxes allocated by Landlord to tenant improvements made by other tenants in the portions of the Complex which are demised exclusively to such other tenants) times a fraction, regardless the numerator of when payablewhich is the size of the Premises in square feet, shall be prorated to date and the denominator of closing, based which is the total size in square feet (measured on the most recent mill rate same basis as used to calculate the numerator) of all completed rental space in the office/warehouse building or tax rate times the most recent assessed value, with Seller being responsible for the day of the closing. If the Property is buildings which are 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 Complex. (A sample calculation of the property included within such real estate tax parcel, with allocation is set forth on Exhibit "C".) The Landlord shall elect 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 year declining tax abatement schedule as permitted by the City of Des Moines. The prorata share of real estate taxes to be paid by Tenant during the term of this Lease shall reflect a written notice from Buyer prorata share of said tax abatement as though the tax abatement were level (rather than there being a greater abatement in the earlier years), so that the benefit of such tax abatement on a present value basis shall be allocated evenly to Seller along with the full ten (10) year period of said abatement. Therefore, if Tenant leases the Premises only for the initial five (5) year term hereof, it shall be entitled to a copy prorated share of one-half (1/2) of the invoice total tax abatement, or if Tenant leases the Premises for such actual the initial five (5) year term hereof and for the five (5) year Option Period, Tenant shall be entitled to a prorated share of all of the tax abatement. Tenant shall pay on the first day of each month during the term hereof, a sum equal to Tenant's obligation for all real estate taxes and assessmentsspecial assessments under the terms hereof next due (as estimated in good faith by Landlord) divided by the number of months to elapse before one month prior to the date on which such real estate taxes and special assessments will become due and payable to the authority assessing the same. Buyer Such amounts shall be responsible for held by Landlord and paid to the taxing authority when due. No interest shall accrue to the benefit of Tenant on such funds and such funds may be commingled with other funds of Landlord. Tenant acknowledges that at the end of the term of this Lease, it will assume at closingowe to Landlord, Tenant's share of the real estate taxes which come due following the end of the term of this Lease, as the consideration to Seller for the sale indicated on said Exhibit "C". For purposes of the Propertythis paragraph and paragraph 10(e), above, the outstanding balance of the existing special assessments associated which become due and payable during the term of this Lease (and with respect to which Tenant is to pay a prorated share), shall be deemed to be only those installments of any such special assessments which come due and payable during the Property. The provisions contained in term of this Section 7 shall survive the closingLease.

Real Estate Taxes and Special Assessments. The general Tenant shall pay to the taxing authorities, before interest or penalty attaches thereto, all real estate taxes (excluding and special assessments) assessments with respect to the Leased Premises which are due and payable during the term of this Lease commencing with 1\365ths of those real estate taxes and installments of special assessments due and payable in 1999 for each day in the calendar year of closing, regardless of when payable, shall be prorated to following the commencement date of closing, based on this Lease as set forth in paragraph 3 "Term of Lease" and concluding with 1\365ths of said taxes and assessments due and payable in the most recent mill rate or tax rate times the most recent assessed value, with Seller being responsible calendar year in which this lease terminates for the each day of the closing. If the Property is a part of a larger tax parcel, then the general taxes for the in said calendar 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 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, but due and payable after said year of closingtermination. Tenant shall have the right to contest or review by legal and other proceedings, regardless 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 when payable, expense sustained by Landlord in connection therewith) shall be borne by Tenant. Any amount already paid by Seller 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 Leased Premises and represents and warrants to Tenant that the Leased Premises shall be 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 any mortgage now or hereafter placed on or before closing. Notwithstanding the foregoing, if Leased Premises by Landlord shall require that the actual Mortgagor make monthly payments to such holder for the purpose of paying real estate taxes and assessments for the year installments 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 then Tenant shall be made within ten (10) days following a written notice from Buyer make corresponding monthly payments to Seller along with a copy of the invoice Landlord 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, the outstanding balance of the existing special assessments associated with the Property. The provisions contained in this Section 7 shall survive the closingitems.

Real Estate Taxes and Special Assessments. The Landlord shall 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 thereof, all levies, real estate taxes, ad valorem taxes, water and sewerage charges and similar charges and to make all payments on account of special or general assessments against the Premises for local improvements as hereinafter provided (all of which are referred to in this Lease as “Taxes” or “Tax”) which are levied or assessed against the 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, to the end that the Landlord shall receive the cash rent herein specified free and clear of all Taxes which 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 prorated between Landlord and Tenant as of the ending 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 (excluding special 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 year respective tax fiscal years in which the term of closingthis Lease shall commence and terminate, regardless of when payableand whether or not the same have become liens upon the Premises, shall be prorated to apportioned as of the commencement of this Lease and as of the date of closingtermination hereof, based on respectively, so that Tenant shall pay for only those portions of said respective fiscal tax years as are encompassed within the most recent mill rate or tax rate times the most recent assessed value, with Seller being responsible for the day term of this Lease and any extensions thereof. Written evidence of the closingpayment of said Taxes and special assessments shall be furnished by the Tenant to the Landlord upon Landlord’s written request therefor. If the Property is 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 part breach of a larger 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 parcellien. Anything contained in this paragraph notwithstanding, then 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 general 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 the year of closing will be reasonably apportioned between the Property and the remainder collection or sale of the property included within 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 any refunds or rebates on account of any Tax paid by the Tenant under the provisions of this Lease, such tax parcel, with the amount apportioned refund or rebate shall belong to the Property then to be prorated as contemplated in this Section (andTenant, in such a circumstanceand the Landlord will, the parties agree that an agreement or escrow upon request of Tenant, sign any receipts which may be necessary to ensure that secure the taxes due by Seller for the year payment 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 closingany such refunds or rebate, 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 pay over to Tenant such refund or rebate received by the consideration to Seller for the sale of the Property, the outstanding balance of the existing special assessments associated with the Property. The provisions contained in this Section 7 shall survive the closingLandlord.

Real Estate Taxes and Special Assessments. The general Tenant shall pay to the taxing authorities, before interest or penalty attaches thereto, all real estate taxes (excluding and special assessments) assessments with respect to the Leased Premises which are due and payable during the term of this Lease commencing with 1\365ths of those real estate taxes and installments of special assessments due and payable in 2000 for each day in the calendar year of closing, regardless of when payable, shall be prorated to following the commencement date of closing, based on this Lease as set forth in paragraph 3 "Term of Lease" and concluding with 1\365ths of said taxes and assessments due and payable in the most recent mill rate or tax rate times the most recent assessed value, with Seller being responsible calendar year in which this lease terminates for the each day of the closing. If the Property is a part of a larger tax parcel, then the general taxes for the in said calendar 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 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, but due and payable after said year of closingtermination. Tenant shall have the right to contest or review by legal and other proceedings, regardless 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 when payable, 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 paid for the account of Tenant. Landlord agrees that Landlord shall obtain the separate assessment, for real estate tax purposes, of the Leased Premises and represents and warrants to Tenant that the Leased Premises shall be covered by Seller 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 any mortgage now or hereafter placed on or before closing. Notwithstanding the foregoing, if Leased Premises by Landlord shall require that the actual mortgagor make monthly payments to such holder for the purpose of paying real estate taxes and assessments for the year installments 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 then Tenant shall be made within ten (10) days following a written notice from Buyer make corresponding monthly payments to Seller along with a copy of the invoice Landlord 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, the outstanding balance of the existing special assessments associated with the Property. The provisions contained in this Section 7 shall survive the closingitems.

Real Estate Taxes and Special Assessments. The General real estate taxes shall be prorated as of Closing, with taxes assessed for the Closing Date, and for subsequent assessments for periods preceding Closing due to a change in land usage or ownership, to be paid by Purchaser. If tax bills have been issued and the actual amount of general real estate taxes for the calendar year in which Closing occurs can be precisely determined as of the Closing Date, Purchaser shall receive as a credit against the Consideration, an amount equal to Seller’s prorated portion of such real estate tax amount. If tax bills have not been issued, but the tax rate for the calendar year in which the Closing occurs (excluding special assessments"Closing Year Tax Rate") has been 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, then such calculation shall be accomplished by multiplying the sum of a value to be mutually agreed upon by Seller and Purchaser by the most recent tax rate available, the prorated portion of which sum shall be credited to Purchaser against the Consideration. Purchaser shall notify Seller in writing promptly after the tax bills for the year of closing, regardless of when payable, shall be prorated to date of closing, based on closing are available and the most recent mill rate or tax rate times the most recent assessed value, with Seller being responsible for the day of the closing. If the Property is a part of a larger tax parcel, then the actual general real estate taxes for the year of closing Closing will be reasonably apportioned between the Property reprorated 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 make adjustment between them if the taxes due by Seller for reproration results in any difference in the year of closing and relating amount credited to either party at Closing. The party owing money 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 other party shall promptly pay such money to the year other party, together with interest thereon at the lesser of closingtwo percent (2%) over the "prime rate" (as announced from time to time in the Wall Street Journal) per annum or the maximum rate allowed by law, regardless of when payable, shall be paid by Seller on or before closing. Notwithstanding from the foregoing, date the deficiency is determined and each party is notified 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 is not made within ten twenty (1020) days following a written notice from Buyer to Seller along with a copy after delivery 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, the outstanding balance of the existing special assessments associated with the Property. The provisions contained in this Section 7 shall survive the closingnotification.

Real Estate Taxes and Special Assessments. The 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: (excluding special assessmentsi) for the year of closing, regardless of when payable, Seller shall be prorated to date of closing, based on the most recent mill rate or tax rate times the most recent assessed value, with Seller being responsible for that portion of such taxes and assessments equal to (A) the day total of such taxes due and payable during the closing. If tax year in which the Property is Closing occurs, multiplied by (B) a part fraction, the numerator of a larger tax parcel, then which shall be the general taxes for the year number of closing will be reasonably apportioned between the Property and the remainder of the property included within days in 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 Closing Date, and the denominator of closing, regardless of when payable, which shall be paid by Seller on or before closing. Notwithstanding the foregoing, if the actual taxes 365; 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 (10ii) 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 that portion of such taxes and will assume at closingassessments equal to (A) the total of such taxes due and payable during the tax year in which the Closing occurs, as multiplied by (B) a fraction, the consideration 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 for shall be entitled to any and all tax refunds relating to the sale 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 PropertyProperty at the time such refunds are received under the terms of their respective Leases, in which case the outstanding balance refundable portion of the existing special assessments associated 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 and Buyer shall reasonably cooperate (with Seller paying any out-of-pocket costs incurred by Buyer in doing so) in the Property. The provisions contained in this Section 7 shall survive the closingprosecution of any such protest, challenge or appeal.