Common use of Taxes and Rents Clause in Contracts

Taxes and Rents. At Closing, all general real estate and personal property taxes for the year of the Closing and special taxes and assessments shall be prorated as of the Closing Date (with Buyer to pay taxes attributed to the Closing Date and all periods thereafter) using the latest available tax rates and assessments and taking advantage of any discounts or rebates available for early payment and/or payment before delinquency. The parties shall readjust the prorations with respect to such taxes and assessments within one (1) year following the Closing; provided, further that, if the proration is based upon the previous tax year’s bills, the parties shall make an appropriate adjustment upon receipt of the current tax year’s bills. Sellers shall pay general real estate and personal property taxes for all periods prior to the date of the Closing and all special taxes or assessments then due and payable as of the Closing Date, except that, if any assessment against the Property, or any portion thereof, is payable in installments, Buyer shall pay any and all of such installments which may be paid after the Closing Date, and any installment relating to the year of Closing shall be prorated as of the Closing Date (with Buyer to pay all portions of such installment attributed to the Closing Date and all periods thereafter). Any tax refunds or rebates occurring or accruing with respect to any and all time periods before the Closing Date shall remain the property of Sellers, and, if Buyer collects or receives same, Buyer shall promptly remit same to Sellers. The provisions of the immediately preceding sentence shall survive the Closing. All taxes or assessments which become due and payable on or after the Closing Date shall be paid by Buyer. Any increases and/or reassessments prior to the Closing Date shall be paid by the Sellers. Any amounts determined to be due and owing to Sellers by Buyer or to Buyer by Sellers pursuant to the Operations Settlement shall be incorporated into the Closing Statement but to the extent that any of the foregoing information is unavailable or is found to be inaccurate, the same shall be handled as a post-closing adjustment conducted within one (1) year following Closing, and the obligations of the parties to perform such post-closing adjustment shall survive Closing. Any matter not raised by either Buyer or Sellers within such one (1) year period following Closing shall not result in a post-closing adjustment.

Taxes and Rents. At Closing, all general real estate and personal property taxes for the year of the Closing and special taxes and assessments shall be prorated as of the Closing Date (with Buyer to pay taxes attributed to the Closing Date and all periods thereafter) using the latest available tax rates and assessments and taking advantage of any discounts or rebates available for early payment and/or payment before delinquency. The Except as set forth herein, the parties shall have no obligation to readjust the such prorations with respect to such taxes and assessments within one (1) year following after the Closing; provided, further thathowever, if the proration is based upon the previous tax year’s bills, the parties shall make an appropriate adjustment upon receipt of the current tax year’s bills. Sellers shall pay general real estate and personal property taxes for all periods years prior to the date year of the Closing and all special taxes or assessments then due and payable as of the Closing Date, except that, if any assessment against the Property, or any portion thereof, is payable in installments, Buyer shall pay any and all of such installments which may be paid after the Closing Date, and any installment relating to the year of Closing shall be prorated as of the Closing Date (with Buyer to pay all portions of such installment attributed to the Closing Date and all periods thereafter). Any Buyer acknowledges that Sellers (or its predecessors) may be currently pursuing tax appeals with respect to certain of the Hotels. Buyer agrees to continue any such appeals that relate to current tax years at Buyer’s expense; provided, however, that such expense shall be paid out of the proceeds of the tax refund resulting from such appeal, if any, prior to the proration of such refund as contemplated hereby. Seller shall be entitled to continue all such appeals that relate to previous tax years. Except as set forth above, any tax refunds or rebates occurring or accruing with respect to any and all time periods before the Closing Date shall remain the property of SellersSeller, and, if Buyer collects or receives same, Buyer shall promptly remit same to SellersSeller. The provisions of the immediately preceding sentence this Section 4.02 shall survive the Closing. All taxes or assessments which become due and payable on or after the Closing Date shall be paid by Buyer. Any increases and/or reassessments prior to the Closing Date shall be paid by the Sellers. Any amounts determined to be due and owing to Sellers by Buyer or to Buyer by Sellers pursuant to the Operations Settlement shall be incorporated into the Closing Statement but to the extent that any of the foregoing information is unavailable or is found to be inaccurate, the same shall be handled as a post-closing adjustment conducted within one (1) year following Closing, and the obligations of the parties to perform such post-closing adjustment shall survive Closing. Any matter not raised by either Buyer or Sellers within such one (1) year period following Closing shall not result in a post-closing adjustment.

Taxes and Rents. At Closing, all general real estate and personal property taxes for the year of the Closing and special taxes and assessments shall be prorated as of the Closing Date (with Buyer to pay taxes attributed to the Closing Date and all periods thereafter) using the latest available tax rates and assessments and taking advantage of any discounts or rebates available for early payment and/or payment before delinquency. The Except as set forth herein, the parties shall have no obligation to readjust the such prorations with respect to such taxes and assessments within one (1) year following after the Closing; provided, further thathowever, if the proration is based upon the previous tax year’s 's bills, the parties shall make an appropriate adjustment upon receipt of the current tax year’s 's bills. Sellers shall pay general real estate and personal property taxes for all periods years prior to the date year of the Closing and all special taxes or assessments then due and payable as of the Closing Date, except that, if any assessment against the Property, or any portion thereof, is payable in installments, Buyer shall pay any and all of such installments which may be paid after the Closing Date, and any installment relating to the year of Closing shall be prorated as of the Closing Date (with Buyer to pay all portions of such installment attributed to the Closing Date and all periods thereafter). Buyer acknowledges that Sellers are currently pursuing tax appeals with respect to certain of the Hotels. Buyer agrees to continue any such appeals that relate to current tax years at Buyer's expense; provided, however, that such expense shall be paid out of the proceeds of the tax refund resulting from such appeal, if any, prior to the proration of such refund as contemplated hereby. Seller shall be entitled to continue all such appeals that relate to previous tax years. Any tax refunds or rebates occurring or accruing with respect to any and all time periods before the Closing Date shall remain the property of SellersSeller, and, if Buyer collects or receives same, Buyer shall promptly remit same to SellersSeller. The provisions of the immediately preceding sentence shall survive the Closing. All taxes or assessments which become due and payable on or after the Closing Date shall be paid by Buyer. Any increases and/or reassessments prior to the Closing Date shall be paid by the Sellers. Any amounts determined to be due and owing to Sellers by Buyer or to Buyer by Sellers pursuant to the Operations Settlement shall be incorporated into the Closing Statement but to the extent that any of the foregoing information is unavailable or is found to be inaccurate, the same shall be handled as a post-closing adjustment conducted within one (1) year following Closing, and the obligations of the parties to perform such post-closing adjustment shall survive Closing. Any matter not raised by either Buyer or Sellers within such one (1) year period following Closing shall not result in a post-closing adjustment.

Taxes and Rents. At Closing, all general real estate and personal property taxes for the year of the Closing and special taxes and assessments shall be prorated as of the Closing Date (with Buyer to pay taxes attributed to the Closing Date and all periods thereafter) using the latest available tax rates and assessments and taking advantage of any discounts or rebates available for early payment and/or payment before delinquency. The Except as set forth herein, the parties shall have no obligation to readjust the such prorations with respect to such taxes and assessments within one (1) year following after the Closing; provided, further thathowever, if the proration is based upon the previous tax year’s bills, the parties shall make an appropriate adjustment upon receipt of the current tax year’s bills. Sellers shall pay general real estate and personal property taxes for all periods years prior to the date year of the Closing and all special taxes or assessments then due and payable as of the Closing Date, except that, if any assessment against the Property, or any portion thereof, is payable in installments, Buyer shall pay any and all of such installments which may be paid after the Closing Date, and any installment relating to the year of Closing shall be prorated as of the Closing Date (with Buyer to pay all portions of such installment attributed to the Closing Date and all periods thereafter). Buyer acknowledges that Sellers are currently pursuing tax appeals with respect to certain of the Hotels. Buyer agrees to continue any such appeals that relate to current tax years at Buyer’s expense; provided, however, that such expense shall be paid out of the proceeds of the tax refund resulting from such appeal, if any, prior to the proration of such refund as contemplated hereby. Seller shall be entitled to continue all such appeals that relate to previous tax years. Any tax refunds or rebates occurring or accruing with respect to any and all time periods before the Closing Date shall remain the property of SellersSeller, and, if Buyer collects or receives same, Buyer shall promptly remit same to SellersSeller. The provisions of the immediately preceding sentence shall survive the Closing. All taxes or assessments which become due and payable on or after the Closing Date shall be paid by Buyer. Any increases and/or reassessments prior to the Closing Date shall be paid by the Sellers. Any amounts determined to be due and owing to Sellers by Buyer or to Buyer by Sellers pursuant to the Operations Settlement shall be incorporated into the Closing Statement but to the extent that any of the foregoing information is unavailable or is found to be inaccurate, the same shall be handled as a post-closing adjustment conducted within one (1) year following Closing, and the obligations of the parties to perform such post-closing adjustment shall survive Closing. Any matter not raised by either Buyer or Sellers within such one (1) year period following Closing shall not result in a post-closing adjustment.

Taxes and Rents. At Closing, all general real estate and personal property taxes for the year of the Closing and special taxes and assessments shall be prorated as of the Closing Date (with Buyer to pay taxes attributed to the Closing Date and all periods thereafter) using the latest available tax rates and assessments and taking advantage of any discounts or rebates available for early payment and/or payment before delinquency. The Except as set forth herein, the parties shall have no obligation to readjust the such prorations with respect to such taxes and assessments within one (1) year following after the Closing; provided, further thathowever, if the proration is based upon the previous tax year’s bills, the parties shall make an appropriate adjustment upon receipt of the current tax year’s bills. Sellers shall pay general real estate and personal property taxes for all periods years prior to the date year of the Closing and all special taxes or assessments then due and payable as of the Closing Date, except that, if any assessment against the Property, or any portion thereof, is payable in installments, Buyer shall pay any and all of such installments which may be paid after the Closing Date, and any installment relating to the year of Closing shall be prorated as of the Closing Date (with Buyer to pay all portions of such installment attributed to the Closing Date and all periods thereafter). Buyer acknowledges that Sellers are currently pursuing tax appeals with respect to certain of the Hotels. Buyer agrees to continue any such appeals that relate to current tax years at Buyer’s expense; provided, however, that such expense shall be paid out of the proceeds of the tax refund resulting from such appeal, if any, prior to the proration of such refund as contemplated hereby. Seller shall be entitled to continue all such appeals that relate to previous tax years. Any tax refunds or rebates occurring or accruing with respect to any and all time periods before the Closing Date shall remain the property of SellersSeller, and, if Buyer collects or receives same, Buyer shall promptly remit same to SellersSeller. The provisions of the immediately preceding sentence shall survive the Closing. All taxes or assessments which become due and payable on or after the Closing Date shall be paid by Buyer. Any increases and/or reassessments prior to the Closing Date shall be paid by the Sellers. Any amounts determined to be due and owing to Sellers by Buyer or to Buyer by Sellers pursuant to the Operations Settlement shall be incorporated into the Closing Statement but to the extent that any of the foregoing information is unavailable or is found to be inaccurate, the same shall be handled as a post-closing adjustment conducted within one (1) year following Closing, and the obligations of the parties to perform such post-closing adjustment shall survive Closing. Any matter not raised by either Buyer or Sellers within such one (1) year period following Closing shall not result in a post-closing adjustment.Section 4.03