Taxes and Prorations. The real estate taxes, personal property taxes on any tangible personal property, bond payments assumed by the Buyer, interest, rents (based on actual collected rents), association dues, insurance premiums acceptable to Buyer, and operating expenses will be prorated through the day before Closing. If the amount of taxes for the current year cannot be ascertained, rates for the previous year will be used with due allowance being made for improvements and exemptions. Any tax proration based on an estimate will, at the request of either party, be readjusted upon receipt of the current year's tax xxxx; this provision will survive the Closing.
Taxes and Prorations. Seller shall pay in full: (i) all special assessments against the Property and of record at the date of Closing that are currently payable, Xxxxx agrees to be bound by same and to assume any special assessments (including payments) that may become payable after the Closing date; (ii) all taxes, other than general ad valorem taxes for the current calendar year, which are a lien on the Property at the date of Closing; and (iii) the cost of any item of workmanship or material furnished prior to the date of Closing which is or may become a lien on the Property. If this sale or Buyer's use of the Property results in the assessment of additional taxes, whether for periods prior to, at or subsequent to the Closing, said taxes shall be the obligation of Buyer. Unless otherwise specified, the following items shall be prorated between the Parties as of the date of Closing: (i) rents, if any; and (ii) general ad valorem taxes for the current calendar year, provided that, if the amount of such taxes has not then been fixed, the pro-ration shall be based upon the rate of levy for the previous calendar year. Any security deposit held by Seller from one or more tenants of the Property shall be transferred to Buyer at Closing and Buyer shall then assume all further liability to tenants, both in relation to such deposits and in relation to any then existing leases covering all or any part of the Property. After Closing Buyer shall indemnify and hold Seller and Broker harmless from all liability to any tenant.
Taxes and Prorations. Real estate taxes, personal property taxes on any tangible personal property, bond 181 payments assumed by Buyer, interest, rents (based on actual collected rents), association dues, insurance 182 premiums acceptable to Buyer, and operating expenses will be prorated through the day before closing. If the 183 amount of taxes for the current year cannot be ascertained, rates for the previous year will be used with due 184 allowance being made for improvements and exemptions. Any tax proration based on an estimate will, at request 185 of either party, be readjusted upon receipt of current year's tax xxxx; this provision will survive closing. 186 (e) Special Assessment Liens: Certified, confirmed, and ratified special assessment liens as of the Closing Date 187 will be paid by Seller. If a certified, confirmed, and ratified special assessment is payable in installments, Seller will 188 pay all installments due and payable on or before the Closing Date, with any installment for any period extending 189 beyond the Closing Date prorated, and Buyer will assume all installments that become due and payable after the 190 Closing Date. Buyer will be responsible for all assessments of any kind which become due and owing after Closing 191 Date, unless an improvement is substantially completed as of Closing Date. If an improvement is substantially 192 completed as of the Closing Date but has not resulted in a lien before closing, Seller will pay the amount of the last 193 estimate of the assessment. This subsection applies to special assessment liens imposed by a public body and 194 does not apply to condominium association special assessments. 195 (f) Foreign Investment in Real Property Tax Act (FIRPTA): If Seller is a "foreign person" as defined by FIRPTA, 196 Seller and Buyer agree to comply with Section 1445 of the Internal Revenue Code. Seller and Buyer will 197 complete, execute, and deliver as directed any instrument, affidavit, or statement reasonably necessary to comply 198 with the FIRPTA requirements, including delivery of their respective federal taxpayer identification numbers or 199 Social Security Numbers to the closing agent. If Buyer does not pay sufficient cash at closing to meet the 200 withholding requirement, Seller will deliver to Buyer at closing the additional cash necessary to satisfy the 201 requirement.
Taxes and Prorations. Seller shall be responsible for all bulk sales taxes, ad valorem taxes or assessments relating to the Assets for taxable periods up to the Closing Date, regardless of when the same shall become due and payable, and such taxes shall be pro-rated between Seller and Purchaser as of the Closing Date. Back taxes and assessments for back taxes, if any, shall be paid by Seller. If, at the time of Closing, the Assets shall be subject to or affected by any assessment payable in installments of which the first installment shall be a charge or lien or shall have been paid, all the remaining installments shall be deemed due and payable for the purposes of this Agreement and shall be paid by Seller at the time of Closing. If the parties are unable to determine the exact amount of taxes for proration at Closing, or if the taxes or assessments are reassessed subsequent to Closing, it is agreed that the parties will make the necessary financial adjustments at the time the assessment is determined. Seller shall be responsible for any gift certificates issued by Seller prior to the Closing Date and all rent and other payments due under the Assumed Store Leases prior to the Closing Date, or otherwise attributable to the period prior to Closing (including all CAM, tax and insurance charges and other amounts due and payable under the Assumed Store Leases); provided, however, the rent and other lease charges paid by Seller for the month in which the Closing occurs shall be prorated between Seller and Purchaser as of the Closing Date, and upon proof of payment, Purchaser shall reimburse Seller at Closing for Purchaser’s pro-rated share thereof. The parties shall reimburse one another for any expense paid by one party that the other party has agreed to pay or share pursuant to this Agreement. If Seller and Purchaser are unable to determine the exact amount of any expenses for proration at Closing, or if it is determined subsequent to the Closing that any proration was not correct, it is agreed that Seller and Purchaser shall make any necessary financial readjustments at the time such incorrect proration is determined. The obligations of the parties under this Section 2.8 shall survive the Closing.
Taxes and Prorations. (a) The Seller shall pay in full:
(i) all special assessments against the Property upon the date of Closing, whether or not payable in installments;
(ii) all taxes which are a lien on the Property upon the date of Closing;
(iii) the cost of any item of workmanship or material furnished on or prior to the date of Closing, including utility charges, which is or may become a lien on the Property; and
(iv) the cost of all improvements or upgrades contemplated herein in connection with the sale of the Property.
(b) The following items shall be prorated between the Seller and Buyer as of the date of Closing:
(i) rents, if any; and
(ii) general ad valorem taxes for the current calendar year, provided that, if the amount of such taxes has not then been fixed, the proration shall be based upon the rate of levy for the previous calendar year.
Taxes and Prorations. Real estate taxes, water, sewer and other utility charges and other assessments typically pro-rated between purchasers and sellers of commercial real estate in the county where the Property is located will be prorated between Seller and Purchaser as of the date of Closing based on the number of days of the applicable period that each party owns the Property. To the extent practicable, all such pro-rations and payments will be made on the day of Closing, with the balance to be made as soon as practicable following the Closing upon delivery by Purchaser or Seller, as applicable, of reasonable documentation of such payment to the other party.
Taxes and Prorations. Prosoft and VCampus anticipate that all taxes and prorations will be accounted for as part of the calculation of Working Capital. For the avoidance of any doubt, except for any Retained Liabilities that are addressed in the Working Capital calculation, Prosoft shall be responsible for all ad valorem taxes or assessments relating to the Acquired Assets for taxable periods up to and including the Closing Date, regardless of when the same shall become due and payable, and such taxes shall be pro-rated between Prosoft and VCampus on and as of the Closing Date or within a reasonable time thereafter. VCampus shall pay directly to the appropriate entity its pro-rata share. All expense items including but not limited to insurance, rents, utility charges, and any prepaid agreements shall be prorated between Prosoft and VCampus as of the Closing Date. The rents for periods prior to Closing for the Real Property Leases will be prorated as of the Closing Date, and VCampus shall reimburse Prosoft for VCampus’ pro rata share as to rent paid in advance. In the case of rent paid in arrears, Prosoft shall pay VCampus for the pro-rated period up to the Closing. To the extent not paid at Closing, VCampus shall have the right to offset any amounts which are the responsibility of Prosoft as provided in Section 2.4.
Taxes and Prorations. A. The Seller shall pay in full: (i) all special assessments against the Property upon the date of Closing, whether or not payable in installments; (ii) all taxes, other than general ad valorem taxes for the current calendar year, which are a lien on the Property upon the date of Closing, including the cost of documentary stamps to be attached to the Deed; (iii) the cost of any item of workmanship or material furnished on or prior to the date of Closing which is, or may become, a lien on the Property.
B. Unless otherwise specified in Paragraph 16, the following items shall be prorated between the Seller and Buyer as of the date of Closing: (i) rents, if any, and (ii) general ad valorem taxes for the current calendar year, provided, that if the amount of such taxes has not been fixed, the proration shall be based upon the rate of levy for the previous calendar year and the most current assessed value available at time of Closing.
Taxes and Prorations. Throughout the Option Term, Seller shall be responsible for and shall pay all real estate taxes and Personal Property taxes levied against the Project. Real estate taxes and Personal Property taxes which are a lien upon or levied against any portion of the Project on or prior to the Closing Date, and all special assessments levied prior to the Closing Date shall be paid by Seller. All real estate taxes and Personal Property taxes levied against any portion of the Project with respect to tax years in which the Closing occurs shall be prorated and adjusted between the parties in accordance with local custom and practice in the relevant county where the respective Projects are located, and shall be paid by Seller and Purchaser, as the case may be. All utility bills pertaining to the Project shall be prorated and adjusted as of the Closing Date. Any taxes or charges levied on the transfer and conveyance herein contemplated shall be paid by Seller.
Taxes and Prorations. Buyer and Seller shall each pay fifty percent (50%) of any and all sales and transfer taxes payable in connection with this Agreement. Seller and Buyer shall prorate as of the Closing Date all property taxes, including real property taxes, and business personal property taxes and special assessment installments on the Included Assets due and payable for 1995, if known, otherwise the said amount shall be determined on the real estate taxes and special assessment installments of the preceding year. At Closing the parties shall prorate rents, and common area assessments and charges.
