Costs and Prorations. (a) At Closing, the Parties shall prorate, without duplication, as of the Closing Date, the following with respect to the Assets:
(i) Solely to the extent (a) payable by the Company and (b) not covered by Section 1.4(a)(iii) or Section 1.4(a)(iv) below, all ad valorem/personal property taxes and current installments of special assessments levied or assessed with respect to the Assets on a daily basis based upon the fiscal year of the appropriate Taxing Authority on an accrual basis.
(ii) All prepaid items and deposits applicable to the operation of the Assets covering periods prior to and after the Closing Date, including all utilities (including gas, water and electricity). The Company shall pay, or cause to be paid, prior to the Closing, all such amounts for which a xxxx has been received for which payments are due prior to the Closing Date, and Purchaser shall be credited, and Seller shall be debited, with an amount equal to all utility charges for the period from the last day covered by any such xxxx until the Closing Date if such utilities will continue to be received.
(iii) Amounts payable under Leases and Permits and other Assets shall be prorated on an accrual basis. The Company shall pay, or cause to be paid, when due all amounts due thereunder prior to the Closing Date. For such amounts due on or after the Closing Date and reflected on the Closing Statement or the Final Closing Statement, Purchaser shall be credited, and Seller shall be debited, for Seller’s prorated share of such amount. For such amounts due on or after the Closing Date, Seller agrees to pay its prorated share when due or to promptly reimburse Purchaser if paid by Purchaser; provided, however, to the extent funds are available, such amounts shall first be paid from the Escrow Fund. Percentage rents based on advertising revenues for periods including days both before and after the Closing Date, and Seller’s prorated share thereof, shall be estimated in good faith by extrapolating the advertising revenue for the period upon which the percentage rents are based by applying the average monthly revenue for the months (or portions thereof) preceding the Closing, to the months (or portions thereof) following Closing. For the avoidance of doubt, (x) paid-up/pre-paid rental on Sign Locations Leases pre-paid not more than twelve (12) months beyond the Closing Date shall be prorated, but (y) paid-up/pre-paid rental on Sign Locations Leases prepaid more than twelve (12) months beyond the Cl...
Costs and Prorations. There shall be prorated between the landlord/Seller and the Tenant/Buyer, as of date of closing, the following items: (a) All real estate taxes and assessments; (b) Interest on encumbrances assumed or taken over by Tenant/Buyer with the Tenant/Buyer having responsibility for such items as follows:
Costs and Prorations. Pay the costs and apply the prorations in accordance with Articles 9 and 10 below.
Costs and Prorations. (a) Purchaser will pay the following costs of Closing this transaction:
(i) all Deed recordation fees and expenses;
(ii) one-half of all settlement fees and other charges of the Title Company due in connection with the closing of this transaction;
(iii) the cost of any surveys obtained by Purchaser and the cost of any other investigations, inspections, audits, examinations or the like made by or on behalf of Purchaser (to the extent not already paid);
(iv) the premiums, fees, and all other costs relating to the issuance of: (A) any title policy issued in connection with any financing of the purchase of the Property by Purchaser (the "Loan Policy"); and (B) endorsements to the (I) Title Policy, except those endorsements the cost of which Seller has committed in writing to pay, and (II) the Loan Policy;
(v) the fees and disbursements of Purchaser's counsel and any other expense(s) incurred by Purchaser or its representative(s) in inspecting or evaluating the Property or closing of this transaction;
(vi) any and all charges, fees, costs and expenses in connection with Purchaser obtaining or recording any financing for the purchase of the Property;
(vii) any fees or costs payable to any governmental entity in connection with this transaction including without limitation, obtaining a Certificate of Occupancy, a Certificate of Continued Occupancy, inspection fee or any other governmental approval; and
(viii) all other costs, expenses, fees, taxes and disbursements with respect to this transaction not payable by Seller as set forth in (b) below.
(b) Seller will pay the following costs of closing this transaction:
(i) all real estate transfer taxes or similar taxes or any other fees or taxes due in connection with the transfer of the Property;
(ii) the premiums, commitment issuance fees, title search and exam fees, and all other costs relating to the issuance of the Title Policy, except the premiums, fees and costs relating to the issuance of endorsements for which Purchaser is responsible pursuant to Paragraph 12(a)(iv)(B)(I) above;
(iii) one-half of all settlement fees and other charges of the Title Company due in connection with the closing of this transaction; and
(iv) all fees and disbursements of Seller's counsel.
(i) Seller and Purchaser agree that all fees under the Contracts (other than the Terminated Contracts), and other income and utility charges shall be prorated on a calendar-year basis or other appropriate basis (taking into account the relevant bil...
Costs and Prorations. (i) To the extent applicable, all transfer, recording or similar taxes and fees and expenses incurred in connection with redocumentation of the Admiral and Admiral Barge One with the United States Coast Guard shall be borne by Seller, and Seller hereby undertakes to timely remit all such amounts to the applicable authority and to prepare and file all proper returns and reports with respect thereto.
(ii) All real and personal property taxes and assessments, rents, water rates and charges, electric, gas and telephone charges and all other apportionable operating costs and charges and expenses with respect to the Riverboat Casino Assets will be apportioned and adjusted between Seller and Buyer as of the Closing, provided that if the Closing will occur before the tax rate or assessment is fixed for the year in which the Closing takes place, the apportionment of such real and personal property taxes will be made upon the basis of the tax rate for the preceding year applied to the latest assessed valuation, but such apportionment will be readjusted as soon as the applicable rate and assessment is fixed. Seller and Buyer at Closing shall execute and deliver a closing statement reflecting their reasonable estimate of the prorations of expenses described above in a form reasonably satisfactory to each party. Any net proration due to Buyer will reduce the Purchase Price, and any net proration due to Seller will increase the Purchase Price. To the extent adjustments cannot be determined as of Closing, the parties agree to make such post Closing adjustments (by the reduction or increase of the Purchase Price and payment of such increase in cash to Seller, as applicable) as are appropriate and to resolve open items within sixty (60) days after the Closing.
Costs and Prorations. EDA and Developer agree to the following prorations and allocation of costs regarding this Agreement:
1. General real estate taxes applicable to any of the Property due and payable in the year of Closing shall be prorated between Developer and EDA on a daily basis as of 12:00 a.m. CT on the Closing Date based upon a calendar fiscal year, with EDA paying those allocable to the period prior to the Closing Date and Developer being responsible for those allocable to the Closing Date and subsequent thereto. EDA shall pay in full all special assessments (and charges in the nature of or in lieu of such assessments) levied, pending, postponed or deferred with respect to any of the Property as of the Closing Date. Developer shall be responsible for any special assessments that are levied or become pending against the Property after the Closing Date, including, without limitation, those related to Developer’s development of the Property.
2. The Developer will obtain and pay for an ALTA Survey.
3. The EDA shall pay all title charges for the issuance of the Title Commitment.
4. Developer shall pay all premiums for any title insurance policy it desires with respect to the Development Property.
5. Developer shall pay all costs of recording the Development Property Deed and this Agreement.
6. The EDA shall pay for the cost of recording any other documents necessary to convey the Development Property as required by this Agreement.
7. EDA shall pay all state deed tax regarding the Development Property Deed.
8. Developer and EDA shall each pay one half (1/2) of any reasonable closing fee or charge imposed by Title Company.
9. There are no brokerage or real estate fees or commissions due and payable by the EDA as part of this transaction.
10. EDA and Developer shall each pay their own attorneys’ fees incurred in connection with this transaction.
11. The obligations set forth in this Section 3.7(c) survive the Closing.
Costs and Prorations. Pay the costs and apply the prorations in accordance with Sections 11 and 12, below.
Costs and Prorations. The costs of the transaction and the expenses related to the ownership and operation of the Seller's Assets shall be allocated between Seller and Purchaser as follows:
Costs and Prorations. The costs of the transaction and the expenses related to the ownership of the Seller's Assets shall be allocated between Seller and Purchaser as follows:
4.01. Seller and Purchaser shall share on a 50-50 basis any State and County transfer or excise taxes due on the transfer of the Seller's Assets to Purchaser.
4.02. Purchaser shall pay any sales tax due on the transfer of the Seller's Assets to Purchaser.
4.03. Purchaser shall pay the cost of any environmental Phase I assessment of the Hospital which Purchaser elects to secure prior to Closing.
4.04. Seller and Purchaser shall each pay their own attorneys fees incurred in connection with the preparation and negotiation of this Agreement and the consummation of the transaction provided for herein.
4.05. Seller shall pay the cost of obtaining and recording any releases necessary to deliver title to the Seller's Assets and to the Corporation's Assets (as defined below) in accordance with the terms of this Agreement.
4.06. Seller shall pay any reasonable attorneys fees, processing fees and other fees and expenses contemplated by the terms of the Hospital Lease and the Partnership Agreement as a condition to the sale of the Seller's Assets to Purchaser in accordance with the terms hereof and Purchaser shall pay any reasonable attorneys' fees, processing fees and other fees and expenses contemplated by the terms of the Hospital Lease and the Partnership Agreement as a condition to securing consent to the Operations Restructuring.
4.07. Purchaser shall pay any filing fees due with respect to the transaction evidenced by this Agreement and those other Purchase and Sale Agreements set forth in Exhibit 4.07 (the "Other Agreements") under the Antitrust Improvements Act of 1976, as amended (the "HSR Act").
4.08. Seller shall pay 50% of the cost of any repairs or renovations or other work to the physical plant of the Hospital required to be undertaken by the State of California in connection with any change of ownership survey which it may elect to conduct as a condition to its review and, if applicable, approval of the transaction which is the subject of this Agreement; provided, however, that in the event the cost thereof, along with the cost of any repairs or renovations or other work to the physical plant of the facilities which are the subject of the Other Agreements, exceeds $250,000 (the "Licensure Cost Cap") Seller shall have the right to terminate this Agreement in lieu of incurring such costs in excess of th...
Costs and Prorations. Seller shall pay the following Closing costs: the cost to extend, certify, and examine the abstract of title to the Land and Appurtenances, Seller’s attorneys’ fees, the cost to cure any Title Objections, and all transfer taxes (including the documentary stamp tax payable in connection with the recording of the Deed and any other costs of Seller specified elsewhere in this Agreement). Buyer shall pay the following Closing costs: the cost of obtaining the Title Policy, post closing abstracting charges, the cost of the Survey, sales taxes relating to any personal property, Buyer’s attorneys’ fees, the cost to record the Deed, the Closing fee charged by the Title Company, any costs associated with Buyer’s financing of the acquisition of the Property, and any other costs of Buyer specified elsewhere in this Agreement. Any Closing costs not specifically allocated above or elsewhere in this Agreement shall be allocated in accordance with the usual and customary practice in the locality of the Property, provided, if no usual or customary practice exists, such other costs will be borne equally by the parties.
