Closing Prorations and Adjustments Sample Clauses

Closing Prorations and Adjustments. (i) The following items are to be prorated or adjusted (as appropriate) as of 11:59 p.m. on the day before the Closing Date and reprorated (if necessary) pursuant to Section 4(C)(ii) below, it being understood that for purposes of prorations and adjustments, Seller shall be deemed the owner of the Property on the day before the Closing Date, and Purchaser shall be deemed the owner of the Property on the Closing Date: (a) real estate and personal property taxes based on the fiscal year used by the taxing authority and assessments for improvements commenced after the date of this Agreement (on the basis of the most recent ascertainable tax or assessment xxxx if the current xxxx is not then available), with Seller obligated to pay all assessments relating to improvements in progress or completed as of the date of this Agreement; (b) the "minimum" or "base" rent payable by tenants under the Leases; provided, however, that rent and all other sums which are due and payable to Seller by any tenant but uncollected as of the Closing shall not be adjusted, but Purchaser shall cause the rent and other sums for the period prior to Closing to be remitted to Seller if, as and when collected. At Closing, Seller shall deliver to Purchaser a schedule, certified to be complete and accurate by Purchaser and Seller (to their knowledge), of all such past due but uncollected rent and other sums owed by tenants (including without limitation those described in paragraphs (c) and (d) below). Purchaser shall include the amount of such rent and other sums in the first bills thereafter submitted to the tenants in question after the Closing, and shall continue to do so for twelve (12) months thereafter. In connection with the allocation of such uncollected rent and other sums, the parties shall disregard any purported or attempted designation by tenants of the months or periods to which their payments should be applied. Purchaser shall not be obligated to start a law suit to collect any such sums or to evict any tenant for the failure to pay any such sums but Seller shall retain the right to do so after the Closing provided Purchaser may not seek to terminate any Lease or evict any tenant. However, Purchaser shall promptly remit to Seller any such rent or other sums paid by scheduled tenants, but only if there is no deficiency in the then current rent and such other sums; (c) to the extent not set forth on the schedule of uncollected rent described in Section 4(C)(i)(b) above, "percen...
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Closing Prorations and Adjustments. (i) The following items are to be prorated or adjusted (as appropriate) as of 11:59 p.m. Central Time on the day before the Closing Date and reprorated (if necessary) pursuant to Section 4.C(ii) hereof, it being understood that for purposes of prorations and adjustments, Seller shall be deemed the owner of the Property on the day before the Closing Date, and Purchaser shall be deemed the owner of the Property on the Closing Date, so that all income and expense attributable to the Property and allocable (a) to the period prior to the Closing Date shall be borne or credited to Seller and (b) to the period on or after the Closing Date shall be borne or credited to Purchaser: (a) real estate (including, without limitation, property taxes and school taxes) and personal property taxes and current installments of assessments affecting the Property which are payable by Seller in the calendar year in which Closing occurs (on the basis of the most recent ascertainable assessment if the current xxxx is not then available) shall be prorated as of the Closing Date on an accrual basis based upon the period of assessment, regardless of the year for which such taxes or assessments are assessed. Attached hereto as EXHIBIT T is a schedule that shows the real estate taxes payable in calendar 2004, the basis of assessment and an illustration of the proration of such real estate taxes. (b) the "minimum" or "base" rent and estimated payments of "Percentage Rent" (hereinafter defined) payable by Tenants; provided, however, that rent and all other sums which are due and payable to Seller as of the Closing Date by any Tenant but uncollected as of the Closing Date shall not be adjusted, but Purchaser shall cause the rent and other sums for the period prior to the Closing Date to be remitted to Seller if, as and when collected (including any penalties and interest permitted by the applicable Lease to be charged to the Tenant for late payment). All payments from Tenants on account of rent received after the Closing Date whether by Seller or Purchaser shall first be applied to the current monthly rent or other sums currently due under the applicable Lease, then to delinquent rentals and other delinquent sums due under the applicable Lease, if any, due Purchaser and then to delinquent rentals and other delinquent sums due Seller. At Closing, Seller shall deliver to Purchaser a schedule of all such past due but uncollected rent and other sums owed by Tenants. Purchaser shall include the...
Closing Prorations and Adjustments. The prorations set forth in this Section 5.4 shall be on a Property-by-Property basis and not among, or between, Properties and shall not be allocated on an Applicable Share basis.
Closing Prorations and Adjustments. The prorations set forth in this Section 6.5 shall be on a Property-by-Property basis and not among, or between, Properties, and shall not be allocated on an Applicable Share basis. 6.5.1. General . With respect to each Property, all normal and customarily proratable items, including, without limitation, collected rents, operating expenses, personal property taxes, other operating expenses and fees, shall be prorated as of the Closing Date, the applicable Seller being charged or credited, as appropriate, for all of the same attributable to the period up to the Closing Date (and credited for any amounts paid by the applicable Seller attributable to the period on or after the Closing Date, if assumed by Purchaser) and Purchaser being responsible for, and credited or charged, as the case may be, for all of the same attributable to the period on and after the Closing Date. Each Seller shall prepare a proration schedule (the “Proration Schedule”) of the adjustments described in this Section 6.5 prior to Closing. Such adjustments shall be paid by Purchaser to the applicable Seller (if the prorations result in a net credit to such Seller) or by such Seller to Purchaser (if the prorations result in a net credit to Purchaser for such Property), by increasing or reducing the cash to be paid by Purchaser at Closing for such Property and delivery of any Seller's assignment of an Entity Interest to Purchaser.
Closing Prorations and Adjustments. The provisions of this Section 4.3 shall survive the Closing. Sellers shall prepare a statement of the prorations and adjustments required by this Agreement (the “Joint Closing Statement”) and submit it to Purchaser for approval at least three (3) Business Days prior to the Closing Date. The items listed below are to be prorated or adjusted as of the close of business on the Closing Date (it being understood that, for purposes of prorations and adjustments, Sellers shall be deemed the owner of the Property on the day immediately preceding the Closing Date and Purchaser shall be deemed the owner of the Property as of the day of the Closing Date (the “Adjustment Date”); provided, however, that in the event any of the Leases provide that a tenant is to directly pay any of the expenses set forth below in this Section 4.3 to a third party other than a Seller, then such amount shall not be prorated). The provisions of this Section 4.3 shall survive the Closing.
Closing Prorations and Adjustments. The provisions of this Section shall survive the Closing. Seller shall prepare a statement of the prorations and adjustments required by this Agreement (the "Closing Statement"), and submit it to Purchaser for approval at least one (1) business day prior to the Closing Date. The items listed below are to be equitably prorated or adjusted as of the close of business on the Closing Date, it being understood that for purposes of prorations and adjustments, Purchaser shall be deemed the owner of the Property on the Closing Date and Seller shall be deemed the owner of the Property as of the day prior to the Closing Date.
Closing Prorations and Adjustments. The provisions of this Section 4.3 shall survive the Closing. Sellers shall prepare a statement of the prorations and adjustments required by this Agreement (the "Closing Statement"), and submit it to Purchaser for approval prior to Closing. The items listed below are to be equitably prorated or adjusted as of the close of business on the Closing Date, it being understood that for purposes of prorations and adjustments, Purchaser shall be deemed the owner of each Property on the Closing Date.
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Closing Prorations and Adjustments. Subject to Sections 13.4 and 15.6, all items of income and expense relating to the Property, including without limitation real and personal property taxes and local improvement district installments and other assessments and governmental fees and charges ("Taxes"), ground rents and other amounts payable under Ground Leases and REAs, rents and other amounts payable under equipment leases, common area maintenance and service costs, utilities, insurance costs and all other expenses of owning or ground leasing and operating the Property other than Taxes ("Operating Expenses"), utility deposits, interest on the Assumed Indebtedness, fees and charges under the Assumed Contracts, fixed, minimum and base rents due under the terms of the Leases and additional rent, common area maintenance charges, expense pass-throughs and other payments made by tenants to reimburse Sellers for Taxes and Operating Expenses, percentage, bonus, overage or other rent payable by each tenant on the basis of sales, income or profits, tenant security deposits, leasing commissions and fees, tenant allowances, and the cost of constructing tenant improvements shall be handled at and after Closing, and the Purchase Price shall be adjusted in respect thereof, in the manner provided on Schedule 13.1 hereto.
Closing Prorations and Adjustments. 5.3.1 A statement of prorations and other adjustments shall be prepared by Seller in conformity with the provisions of this Agreement and then submitted to Purchaser for review and approval not less than three (3) business days prior to the Closing Date. For purposes of prorations, Purchaser shall be deemed the owner of the Property on the Closing Date. In addition to prorations and other adjustments that may otherwise be provided for in this Agreement, the following items are to be prorated or adjusted, as the case may require, as of the Closing Date: (a) Fiscal year real property taxes shall be prorated based upon the Closing Date with Seller being responsible for the taxes for any portion of the period from to occurring prior to the Closing Date (b) Fiscal year real property taxes shall be prorated based upon the Closing Date with Seller being responsible for the taxes for any portion of the period from to occurring prior to the Closing Date. (c) All special assessments, if any, shall be paid by Seller prior to or at Closing. (d) water, electric, telephone and all other utility and fuel charges, fuel on hand (at cost plus sales tax and minus a reasonable sludge factor, if appropriate), and any assignable deposits with utility companies (to the extent possible, utility prorations will be handled by meter readings on the Closing Date); (e) rents under any leases or occupancy contracts with respect the Property, if any; (f) amounts due and prepayments under the Service Contracts; (g) assignable license and permit fees; and (h) other expenses of operation and similar items. Any proration (e.g. real property taxes) which must be estimated at Closing shall be re- prorated and finally adjusted as soon as practicable after the Closing Date upon receipt of tax bills for the relevant time period; otherwise all prorations shall be final.
Closing Prorations and Adjustments. The following shall be prorated (any amount owed by the Buyer as a result of such proration to be referred to as the “Buyer Prorated Amount”) between the Buyer and the Company as of 12:01 a.m. (EDT) on the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs, and the Buyer shall deliver to the Company the Buyer Prorated Amount within ten (10) Business Days following the Closing by a check payable to the Company: (a) Initial Base Rent, as defined in the Lease, dated as of July 17, 2008, by and between Commerce Crossings Business Centers, LLC and the Company (the “Office Lease”), paid on the first day of the month in which the Closing occurs; and (b) The portion of Annual Operating Costs, as defined in the Office Lease, paid on the first day of the month in which the Closing occurs.
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