Real Property Apportionments. (a) The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date:
(i) annual rents, operating costs, taxes and other fixed charges payable under the Leases;
(ii) percentage rents and other unfixed charges payable under the Leases;
(iii) fuel, electric, water and other utility costs;
(iv) municipal assessments and governmental license and permit fees;
(v) Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed;
(vi) Water rates and charges;
(vii) Sewer and vault taxes and rents; and
(viii) all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located. If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date.
(b) If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings. If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available. Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations. The parties agree to make such final recalculations within sixty (60) days after the Closing Date.
(c) If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurr...
Real Property Apportionments. Representatives of the Purchaser and the Candlewood Parties shall perform any and all of the adjustments and apportionments which are appropriate and usual for a transaction of this nature and taking into account the simultaneous execution of the Lease. The adjustments hereunder shall be calculated or paid in an amount based upon a fair and reasonable estimated accounting performed and agreed to by representatives of the Candlewood Parties and the Purchaser at or prior to the Closing. Subsequent final adjustments and payments shall be made in cash or other immediately available funds as soon as practicable after the Closing Date and in any event within ninety (90) days after such Closing Date, based upon an agreed accounting performed by representatives of the Candlewood Parties and the Purchaser. In the event the parties have not agreed with respect to the adjustments required to be made pursuant to this Section 9.1 within such ninety-day period, upon application by either party, Ernst & Young, LLP or other certified public accountants reasonably acceptable to the Purchaser and the Candlewood Parties shall determine any such adjustments which have not theretofore been agreed to between the Candlewood Parties and the Purchaser. The charges of such accountant shall be borne by the Candlewood Parties.
Real Property Apportionments. There shall be no prorations or apportionments hereunder insofar as the Seller shall be required to pay all items usually prorated in transactions of the type described herein, including all real property taxes applicable to any period prior to the Closing Date.
Real Property Apportionments. Representatives of the Purchaser and the Sellers shall perform any and all of the adjustments and apportionments which are appropriate and usual for a transaction of this nature, taking into account the applicable provisions of the Leases. The adjustments hereunder shall be calculated or paid in an amount based upon a fair and reasonable estimated accounting performed and agreed to by representatives of the Sellers and the Purchaser at the applicable Closing. Subsequent final adjustments and payments shall be made in cash or other immediately available funds as soon as practicable after the Closing Date, and in any event within ninety (90) days after such Closing Date, based upon an agreed accounting performed by representatives of the Sellers and the Purchaser. In the event the parties have not agreed with respect to the adjustments required to be made pursuant to this Section 9.1 within such ninety-day period, upon application by either party, a certified public accountant reasonably acceptable to the Purchaser and the Sellers shall determine any such adjustments which have not theretofore been agreed to between the Sellers and the Purchaser. The charges of such accountant shall be borne fifty percent (50%) by the Sellers and fifty percent (50%) by the Purchaser.
Real Property Apportionments. Representatives of the Purchaser and ---------------------------- the Seller shall perform any and all of the adjustments and apportionments which are appropriate and usual for a transaction of this nature, taking into account the applicable provisions of the Leases and the Management Agreements. The adjustments hereunder shall be calculated or paid in an amount based upon a fair and reasonable estimated accounting performed and agreed to by representatives of the Seller and the Purchaser at the Closing. Subsequent final adjustments and payments shall be made in cash or other immediately available funds as soon as practicable after the Closing Date and in any event within ninety (90) days after such Closing Date, based upon an agreed accounting performed by representatives of the Seller and the Purchaser. In the event the parties have not agreed with respect to the adjustments required to be made pursuant to this Section 9.1 within such ninety-day period, ----------- upon application by either party, a certified public accountant reasonably acceptable to the Purchaser and the Seller shall determine any such adjustments which have not theretofore been agreed to between the Seller and the Purchaser. The charges of such accountant shall be borne fifty percent (50%) by the Seller and fifty percent (50%) by the Purchaser.
Real Property Apportionments. Section 9.1 of the Agreement is hereby amended by deleting the words “and the Ground Lease” from subsections (i) and (ii) thereof;
Real Property Apportionments. Representatives of the Purchaser and the Sellers shall perform any and all of the adjustments and apportionments which are appropriate and usual for a transaction of this nature, it being understood and agreed that all items of income and expense with respect to the Properties (a) shall be the responsibility of the Sellers, prior to the Closing, as owners of the Properties and (b) shall be the responsibility of Tenant, from and after the Closing, as tenant of the Properties under and pursuant to the terms of the Lease.
Real Property Apportionments. At Closing, all real property taxes shall be apportioned on a calendar year or fiscal year basis, as appropriate, and sewer, water and trash collection bills, as applicable, shall be apportioned pro rata between Buyer and Sellers on a per diem basis as of the Closing Date. Utility meter readings shall be taken as of the Closing Date. Buyer shall be responsible for all utility costs incurred on or after the Closing Date.
Real Property Apportionments. Representatives of the Purchaser and the Candlewood Parties shall perform any and all of the adjustments and apportionments which are
Real Property Apportionments. All real estate taxes, charges and assessments affecting the Property (“Taxes”), and all operating expenses for the Property (other than utilities, which are addressed below) (“Operating Expenses”) shall be prorated on a per diem basis as of the Closing Date. If any Taxes have not been finally assessed as of the Closing Date for the current fiscal year of the taxing authority, then the same shall be adjusted at Closing based upon One Hundred and Ten Percent (110%) of the most recently issued bills therefor. If any Operating Expenses cannot conclusively be determined as of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus far and shall be readjusted within one hundred twenty (120) days after the Closing. This provision shall survive delivery of the Deed.
