Common use of Closing Adjustments Clause in Contracts

Closing Adjustments. The following items shall be paid, prorated, or adjusted as of the Closing Date in the manner hereinafter set forth: (a) All real estate Taxes, as well as Taxes assessed on Terminal Inventory, due and owing on or before the Closing Date, all penalties and interest thereon, and all special assessments affecting the Terminal, whether payable in installments or not, shall be paid in full by Seller. (b) Current real estate Taxes, assessments and charges shall be prorated as of the Closing Date upon the tax year of the applicable taxing authority, without regard to when said Taxes are payable, so that the portion of current Taxes allocable to the period from the beginning of such year to the Closing Date shall be the responsibility of Seller and the portion of the current Taxes allocable to the portion of such year from the Closing Date to the end of such year shall be the responsibility of Buyer. These Taxes will be prorated based on the current assessed value for 2004. A post-closing adjustment will be made to reflect accurately Seller's responsibility for that portion of real estate Taxes attributable to the period prior to the Closing Date, and Buyer's responsibility for that portion of real estate Taxes attributable to the period following the Closing Date. The post-closing adjustment will be made upon receipt by Buyer of the relevant tax bill from the appropriate Governmental Authorities, but no later than ▇▇▇ year following the Closing Date. Any post-closing adjustment proposed by Buyer will be supported by copies of said tax bills along with other reasonable documentation to be provided to Seller. (c) Seller shall be responsible for the cost of Terminal utilities up to Closing and Buyer shall be responsible for such costs thereafter. (d) Buyer shall bear and pay all title insurance premiums and charges. (e) Buyer shall bear and pay all realty transfer fees, recording costs and Taxes associated with the conveyance of the Real Property, the Improvements and the Personal Property. (f) Seller and Buyer shall each pay their own respective legal fees and expenses and the cost of performance of their respective obligations hereunder. (g) All amounts due Seller under any assignable Revenue-Generating Contract shall be prorated as of the Closing Date upon the payment cycle established under such Revenue-Generating Contract so that the portion the amounts due Seller from the beginning of such payment cycle to the Closing Date will be credited to Seller at Closing. (h) The Parties shall make all other adjustments necessary to effectuate the intent of the Parties as set forth in this Agreement.

Closing Adjustments. (a) The following items income and expenses arising from the operation of the Facilities prior to the date of Closing shall be paidfor the account of Seller and the income and expenses arising from the operation of the Facilities on or after the date of Closing shall be for the account of Buyer. On the date of Closing, proratedSeller and Buyer shall determine the amount of all such items, or adjusted prorated as of the date of Closing Date in (the manner hereinafter set forth: (a) All real estate Taxes"Closing Prorations"). Seller shall be entitled to all payments applicable to resident housing and care prior to the date of Closing and Seller shall be responsible for all expenses arising or incurred prior to the date of Closing. If funds belonging to Seller or any payments applicable to the operation of the facilities prior to the date of Closing payment are received by Buyer, as well as Taxes assessed on Terminal Inventory, due and owing those funds shall be transmitted by Buyer to Seller promptly. If any payments applicable to the operation of the Facilities on or before after the date of Closing Datehave been or are received by Seller, those funds shall be transmitted by Seller to Buyer promptly. Unless otherwise agreed to by the parties, Seller shall pay, at time of Closing, all penalties of its incurred and interest thereondeemed expenses to date of Closing, including without limitation all salaries, wages, and all special assessments affecting the Terminalother charges and expenses which may properly be accrued to date of Closing, whether except as provided in subsection (b), below. Seller and Buyer agree that should Buyer be compelled to pay any debts or bills properly payable in installments or not, shall be paid in full by Seller, Seller shall promptly pay such amount to Buyer. (b) Current real estate TaxesNotwithstanding the foregoing, assessments Buyer shall assume the obligations for accrued and charges shall be prorated vested vacation and personal leave time pay, as of the date of Closing, of employees of Seller that become employees of Buyer, to the extent that Buyer has received a credit therefor in the Closing Date upon Prorations. Seller shall provide to Buyer, within fifteen (15) days following the tax year execution of this Agreement, a schedule of all employees at the Facilities, their currently applicable wage rates, and their deemed vacation pay as of the applicable taxing authority, without regard date reflected thereon and as projected to when said Taxes are payable, so that the portion of current Taxes allocable to the period from the beginning of such year to the Closing Date shall be the responsibility of Seller and the portion as of the current Taxes allocable to the portion date of such year from the Closing Date to the end of such year shall be the responsibility of Buyer. These Taxes will be prorated based on the current assessed value for 2004. A post-closing adjustment will be made to reflect accurately Seller's responsibility for that portion of real estate Taxes attributable to the period prior to the Closing Date, and Buyer's responsibility for that portion of real estate Taxes attributable to the period following the Closing Date. The post-closing adjustment will be made upon receipt by Buyer of the relevant tax bill from the appropriate Governmental Authorities, but no later than ▇▇▇ year following the Closing Date. Any post-closing adjustment proposed by Buyer will be supported by copies of said tax bills along with other reasonable documentation to be provided to SellerClosing. (c) Costs and expenses associated with the sale of Seller's Assets to Buyer shall be allocated between the parties as follows: (i) Seller shall be responsible pay the state deed tax and Buyer shall pay the recording and conservation fees due and payable for recording of the warranty deed given to transfer to Buyer title to the Real Property; (ii) Seller shall pay the cost of Terminal utilities up to Closing the real property title insurance commitments and the UCC Searches, and provide Buyer with the Surveys that Seller presently has, and Buyer shall be responsible for such costs thereafter.pay the cost of the Owner's and Lender's Title Policies, including the cost of any title endorsements to the Title Policies required by Buyer or Buyer's lender; (diii) Buyer shall bear pay the mortgage registration tax and pay all title insurance premiums cost of any recording fees for recording the First and charges.Second Mortgages and UCC-1 Financing Statements; (eiv) Buyer shall bear and pay all realty transfer fees, recording costs and Taxes associated with the conveyance of the Real Property, the Improvements and the Personal Property. (f) Seller and Buyer shall each pay their own respective legal attorneys' fees; (v) Buyer and Seller shall pay any escrow fees and expenses and equally; (vi) Buyer will pay for the cost of performance the environmental assessment (as defined below). In addition, in the event that Seller elects to cure any problems identified in the environmental assessment in accordance with Section 14(b), Seller will pay for the cost of their respective obligations hereunder.curing such problems; and (gvii) All amounts due In the event Seller under elects to cure any assignable Revenue-Generating Contract shall be prorated as of the Closing Date upon the payment cycle established under such Revenue-Generating Contract so that the portion the amounts due Seller from the beginning of such payment cycle objections Buyer makes to the Closing Date will be credited to items described in the Title Commitments or the UCC Searches, then Seller at Closingshall pay the cost of curing such objections. (h) The Parties shall make all other adjustments necessary to effectuate the intent of the Parties as set forth in this Agreement.

Closing Adjustments. The following items shall will be paid, prorated, apportioned on the closing statement against amounts due Seller at Closing: a. All taxes and special assessments of whatever nature and kind that have become due and payable or adjusted are delinquent as of the Closing Date will be paid and discharged by Seller. Current real and personal property taxes (regardless of the lien date) will be prorated on the due date basis of the taxing authority on the basis of a 365-day year. Seller will be responsible for taxes up to but not including the day of Closing. In addition, Seller will pay all state and county transfer taxes and revenue stamps due on Closing or required to be paid on recording of the warranty deed. b. All tenant security deposits, cleaning deposits, if any, and other deposits of whatever nature and kind whatsoever, and whether or not refundable, will be assumed by Purchaser with credit against amounts due at Closing. c. All rents and other income collected by Seller up to the Closing Date that are allocable to the period commencing with and after the Closing Date and the full amount of all security deposits, pet deposits, and other deposits held by Seller will be paid by Seller to Purchaser. Seller will have no surviving rights after Closing to collect past due rentals from tenants. If any tenant lease provides for the rent payable by a tenant after the Closing Date to be less than the pro forma or budgeted rent for such apartment unit as set forth on the rent roll for the Subject Premises as of the Closing Date, whether as a result of free rent, reduced rent, or any other form of rent concession (in each case a Rent Concession), at Closing Purchaser will be entitled to a credit from Seller in an amount equal to the manner hereinafter sum of all such Rent Concessions made to tenants attributable to the period after the Closing Date. In connection with the proration set forth:forth above At least 7 days before the Closing Date, Seller will furnish to Purchaser a schedule setting forth all of the the information as may be needed to complete the above-referenced prorations not later than 14 days before Closing and that information will be updated before Closing. For the purpose of setting up Purchaser’s to set up Purchaser’s books and records for the Subject Premises, to commence preparation of the closing statements, and to prepare estimates of proposed closing prorations. Seller will allow Purchaser and Purchaser will have the right to have access to Seller’s books and records relating to the tenant leases during verify that period information, and, at or before Closing, Seller will electronically download all this information to Purchaser in a comma delimited format so Purchaser may receive all data at or before the Closing. Date. d. Seller will pay in full, not later than at (aor before) All real estate TaxesClosing, as well as Taxes assessed on Terminal Inventory, due all outstanding bills of utility companies and owing service providers through the Closing Date. If there are outstanding water or sewer bills that have not been paid by Seller and relate to periods on or before the Closing Date, all penalties and interest thereon, and all special assessments affecting a utility water or sewer escrow will be established with the Terminal, whether payable in installments Title Company to ensure that there are funds available to pay these water or not, shall be paid in full by Seller. (b) Current real estate Taxes, assessments and charges shall be prorated as of sewer bills following the Closing Date upon and following Closing. At the tax year time as the water or sewer bills have been issued, the parties will prorate the bills and any funds escrowed will be used to pay Seller’s share of the applicable taxing authority, without regard to when said Taxes are payable, so that bills with the portion of current Taxes allocable to the period from the beginning of such year to the Closing Date shall be the responsibility of Seller and the portion of the current Taxes allocable to the portion of such year from the Closing Date to the end of such year shall be the responsibility of Buyer. These Taxes will be prorated based on the current assessed value for 2004. A post-closing adjustment will be made to reflect accurately Seller's responsibility for that portion of real estate Taxes attributable to the period prior to the Closing Date, and Buyer's responsibility for that portion of real estate Taxes attributable to the period following the Closing Date. The post-closing adjustment will be made upon receipt by Buyer of the relevant tax bill from the appropriate Governmental Authorities, but no later than ▇▇▇ year following the Closing Date. Any post-closing adjustment proposed by Buyer will be supported by copies of said tax bills along with other reasonable documentation to be provided remaining escrowed amounts payable to Seller. (c) e. Seller shall be responsible for the cost of Terminal utilities up to Closing and Buyer shall be responsible for such costs thereafter. (d) Buyer shall bear and will pay all title insurance premiums and charges. (e) Buyer shall bear and pay all realty transfer fees, recording costs and Taxes associated the brokerage commissions due in connection with the conveyance this transaction to [name] pursuant to section 15 of the Real Property, the Improvements and the Personal Property. (f) Seller and Buyer shall each pay their own respective legal fees and expenses and the cost of performance of their respective obligations hereunder. (g) All amounts due Seller under any assignable Revenue-Generating Contract shall be prorated as of the Closing Date upon the payment cycle established under such Revenue-Generating Contract so that the portion the amounts due Seller from the beginning of such payment cycle to the Closing Date will be credited to Seller at Closing. (h) The Parties shall make all other adjustments necessary to effectuate the intent of the Parties as set forth in this Agreement.

Closing Adjustments. The following items shall be paid, prorated, or adjusted as of the Closing Date in the manner hereinafter set forthapportioned against sums due Seller at Closing: (a) A. All real estate Taxes, as well as Taxes assessed on Terminal Inventory, due and owing on or before the Closing Date, all penalties and interest thereon, and all special assessments affecting the Terminal, whether payable in installments or not, shall be paid in full payments received by Seller. (b) Current real estate Taxes, assessments and charges Seller from each Tenant for fixed rent shall be prorated as of the Closing Date with Purchaser receiving the fixed rent payable with respect to the day of Closing and for all periods thereafter and all payments received by Seller from each Tenant, for additional rental items such as real estate taxes, utilities, maintenance and operating expenses, insurance and similar reimbursements, expenses, escalation payments and prepaid expense items allocable lo lease periods (under the Leases) extending to periods after the Closing, shall be prorated as of the Closing with Purchaser receiving a credit for the amount payable for the day of Closing and thereafter, shall be allocated and distributed to Purchaser together with an accounting therefor or at Purchaser's option credited to Purchaser at the Closing. In the event that a Tenant pays additional rental items such as real estate taxes, maintenance and operating expenses and insurance on an estimated basis, then, prior to Closing, Seller shall complete a reconciliation of all such expenses and shall provide Purchaser with a credit at Closing for any amounts which Purchaser may be obligated to refund to such Tenant. In no event shall Purchaser be charged with any past due rentals, which, if collected by Purchaser, shall be remitted to Seller only after all current rents and other charges have been satisfied, and less Purchaser's reasonable costs of collection, including attorney's fees. Seller shall have no surviving rights after Closing to collect from a Tenant any past due amounts. Should any current charges or b▇▇▇▇▇▇▇ to or for utilities, including electricity, sewer and water charges that are payable in arrears, be unknown at the Closing, such charges shall be estimated and prorated as of the Closing, with Purchaser receiving a credit from Seller, based upon the tax year last available invoices or billing therefor. B. All real and personal property taxes and special assessments of whatever nature and kind which have become due and payable or are delinquent as of the date of Closing shall be paid and discharged by Seller. To the extent not paid directly by the Tenants, each of(i) the pro rata share of taxes assessed against the Real Estate which are applicable taxing authority, without regard to when said Taxes are payable, so that the portion of current Taxes allocable to the period from the beginning of such year Burlington Premises for periods prior to the Closing Date date on which Burlington becomes liable for such taxes under the Burlington Lease, and (ii) the pro rata share of taxes assessed against the Real Estate which are applicable to the Five Below Premises for periods prior to the date on which Five Below becomes liable for such taxes under the Five Below Lease shall be the responsibility of Seller and shall be credited to Purchaser at Closing, and if Closing occurs prior to the portion receipt by Seller of the current Taxes allocable tax b▇▇▇ for the Subject Premises for the applicable tax period, credit for taxes shall be based upon the estimated taxes and installments of assessments calculated based on Seller's and Purchaser's joint consultation with the Office of the Supervisor of Assessments for Champaign County, Illinois, but not less than the taxes and installments of assessments for the previous period. Purchaser shall also receive a credit for any installment payments made prior to the portion of such year from the Closing Date by Five Below to Seller for its pro rata share of taxes. In the event based upon the applicable proration method, Seller is owed any taxes for periods prior to Closing and which are to be paid for by Tenants pursuant to the end Leases, then, Purchaser shall not be required to provide Seller with a credit at Closing; provided, however, at such time as Purchaser has received such amounts from a Tenant under its Lease, it shall remit such amounts to Seller and in no event shall Purchaser be responsible for payment to Seller of such year shall be the responsibility of Buyer. These Taxes will be prorated based on the current assessed value for 2004. A post-closing adjustment will be made to reflect accurately Seller's responsibility for that portion any amount of real estate Taxes attributable taxes as part of such tax proration under this Section 9.B. C. Seller shall provide Purchaser with a credit against the Purchase Price at Closing in an amount equal to the total amount of Fixed Rent (as defined in the Five Below Lease) that the Five Below Tenant would have been required to pay for the remainder of the Abatement Period (as defined in the Five Below Lease) were it not for the abatement of such Fixed Rent pursuant to the last paragraph of Section 4 of the Five Below Lease. D. Seller shall be responsible for payment of all operating expenses related to the Subject Premises prior to the Closing Date, which shall be paid in full prior to Closing and Seller shall provide Purchaser with reasonable evidence that all such operating expenses including all outstanding bills of utility companies and service providers have been paid in full for the time period prior to the Closing Date, and Buyer's responsibility . Purchaser shall be responsible for that portion of real estate Taxes attributable to the period following all such expenses on the Closing Date. The post-closing adjustment will be made upon receipt by Buyer of the relevant tax bill from the appropriate Governmental Authorities, but no later than ▇▇▇ year following the Closing Date. Any post-closing adjustment proposed by Buyer will be supported by copies of said tax bills along with other reasonable documentation to be provided to SellerDate and thereafter. (c) E. Seller shall be responsible for payment of all amounts due under all reciprocal easement agreements for the cost of Terminal utilities up time period prior to the Closing and Buyer Date. Purchaser shall be responsible for all such costs amounts on the Closing Date and thereafter. (d) Buyer F. Seller shall bear and pay all title insurance premiums state, county, city and chargesother real estate conveyance, tangible, intangible, stamp and similar taxes and any other transfer taxes due upon Closing or required to be paid upon recording of the Special Warranty Deed. G. Purchaser and Seller shall split, on a fifty/fifty (e50/50) Buyer shall bear and pay all realty transfer basis, any escrow fees, recording costs and Taxes associated with /closing fees charged by the conveyance of the Real Property, the Improvements and the Personal PropertyEscrow Agent. (f) Seller and Buyer shall each pay their own respective legal fees and expenses and the cost of performance of their respective obligations hereunder. (g) All amounts due Seller under any assignable Revenue-Generating Contract shall be prorated as of the Closing Date upon the payment cycle established under such Revenue-Generating Contract so that the portion the amounts due Seller from the beginning of such payment cycle to the Closing Date will be credited to Seller at Closing. (h) The Parties shall make all other adjustments necessary to effectuate the intent of the Parties as set forth in this Agreement.

Closing Adjustments. The following items adjustments shall be paidmade at Closing: 4.5.1 General real estate taxes applicable to any of the Real Property due and payable in the year of Closing, proratedtogether with all special assessments payable therewith, or adjusted shall be prorated between Seller and Purchaser on a daily basis as of the Closing Date in the manner hereinafter set forth: (a) All real estate Taxesbased upon a calendar fiscal year, as well as Taxes assessed on Terminal Inventory, due and owing on or before the Closing Date, all penalties and interest thereon, and all special assessments affecting the Terminal, whether payable in installments or not, shall be paid in full by Seller. (b) Current real estate Taxes, assessments and charges shall be prorated as of the Closing Date upon the tax year of the applicable taxing authority, without regard to when said Taxes are payable, so that the portion of current Taxes with Seller paying those allocable to the period from the beginning of such year to the Closing Date shall be the responsibility of Seller and the portion of the current Taxes allocable to the portion of such year from the Closing Date to the end of such year shall be the responsibility of Buyer. These Taxes will be prorated based on the current assessed value for 2004. A post-closing adjustment will be made to reflect accurately Seller's responsibility for that portion of real estate Taxes attributable to the period prior to the Closing DateDate and Purchaser being responsible for those allocable subsequent thereto. 4.5.2 Purchaser shall assume all special assessments (and charges in the nature of or in lieu of such assessments) levied, and Buyer's responsibility for that portion pending or constituting a lien with respect to any of real estate Taxes attributable to the period following Real Property as of the Closing Date. The post-closing adjustment will (Such amounts shall be made upon receipt by Buyer of billed back to Seller pursuant to the relevant Lease.) 4.5.3 Purchaser shall pay all sales tax bill from due regarding this transaction, if any. 4.5.4 Seller shall pay all state deed tax regarding the appropriate Governmental Authorities, but no later than ▇▇▇ year following the Closing Date. Any post-closing adjustment proposed by Buyer will be supported by copies of said tax bills along with other reasonable documentation deed to be provided delivered by Seller to SellerPurchaser. Purchaser shall pay any mortgage registry tax regarding any mortgage given by Purchaser on the Real Property in connection with this transaction. (c) Seller 4.5.5 Purchaser shall be responsible for pay the cost of Terminal utilities up recording all documents, including the deed to Closing and Buyer shall be responsible for such costs thereafterdelivered by Seller to Purchaser. (d) Buyer shall bear and 4.5.6 Seller will pay all service charges for and costs of the Commitment, and the survey. 4.5.7 Purchaser shall pay all premiums required for any owner's or mortgagee's title insurance premiums and chargespolicy issued in connection with this transaction. (e) Buyer shall bear and pay all realty transfer fees, recording costs and Taxes associated with the conveyance of the Real Property, the Improvements and the Personal Property. (f) 4.5.8 Seller and Buyer Purchaser shall each pay their own respective legal fees and expenses and one half (1/2) of any Closing fee payable to Title Company with respect to the cost of performance of their respective obligations hereundertransaction contemplated by this Agreement. (g) 4.5.9 All amounts due Seller under any assignable Revenue-Generating Contract utility expenses, including water, fuel, gas, electricity, telephone, sewer, trash removal, heat and other services furnished to or provided for the Property shall be prorated between Seller and Purchaser on a daily basis as of the Closing Date upon Date, with Seller paying those allocable to the payment cycle established under such Revenue-Generating Contract so that the portion the amounts due Seller from the beginning of such payment cycle period prior to the Closing Date will be credited and Purchaser being responsible for those allocable subsequent thereto. Seller agrees to Seller at Closinghave all meters with respect to any such utilities read as of the Closing Date. (h) The Parties shall make all 4.5.10 All other adjustments necessary to effectuate the intent operating costs of the Parties Property shall be prorated between Seller and Purchaser on a daily basis as set forth of the Closing Date, with Seller paying those allocable to the period prior to the Closing Date and Purchaser being responsible for those allocable subsequent thereto. 4.5.11 Except as provided in Article 13, Seller and Purchaser shall each pay its own attorneys' fees incurred in connection with this Agreementtransaction. 4.5.12 Seller shall pay any brokerage commission or finder's fee payable to Seller's Broker on account of this transaction and Purchaser shall pay any brokerage commission or finder's fee payable to Purchaser's Broker on account of this transaction. If any of the amounts allocated under this Section 4. cannot be calculated with complete precision at Closing because the amount or amounts of one or more items included in such calculation are not then known, then such calculation shall be made on the basis of the reasonable estimates of Seller and Purchaser, subject to prompt adjustment (by additional payment or refund, as necessary) when the amount of any such item or items become known.

Closing Adjustments. The following items adjustments shall be paidmade at Closing, prorated, or adjusted as of the Closing Date in the manner hereinafter set forthSUBJECT TO THE PROVISIONS OF THE FSI SUBLEASE: (a) 4.5.1 All real estate Taxes, as well as Taxes assessed on Terminal Inventory, taxes applicable to any of the Real Property due and owing on or before payable in the Closing Dateyear of Closing, all penalties and interest thereon, and together with all special assessments affecting the Terminal, whether payable in installments or nottherewith, shall be paid in full by Seller. (b) Current real estate Taxes, assessments prorated between Seller and charges shall be prorated Purchaser on a daily basis as of the Closing Date May 1, 2005 based upon the tax year of the applicable taxing authoritya calendar fiscal year, without regard to when said Taxes are payable, so that the portion of current Taxes with Seller paying those allocable to the period prior to May 1, 2005, and Purchaser being responsible for those allocable for the period from and after May 1, 2005. Purchaser shall receive a credit from Seller at closing for the beginning estimated amount of such year real estate taxes due for the period prior to May 1, 2005. Such calculation shall be made on the basis of the prior year's taxes and shall be deemed final as between Seller and Purchaser. Notwithstanding the foregoing, Seller shall be responsible for any supplemental taxes assessed on or after the Closing Date shall be the responsibility of Seller and the portion of the current Taxes allocable to the portion of such year from the Closing Date to the end of such year shall be the responsibility of Buyer. These Taxes will be prorated based on the current assessed value for 2004. A post-closing adjustment will be made to reflect accurately Seller's responsibility for that portion of real estate Taxes attributable relating back to the period prior to the Closing Date. The provision described in the immediately preceding sentence shall survive the Closing. 4.5.2 Personal property taxes, if any, applicable to any of the Personal Property and Buyer's responsibility for that portion Excluded Personal Property due and payable in the year of real estate Taxes attributable Closing shall be prorated between Seller and Purchaser on a daily basis as of the Closing Date based upon a calendar fiscal year, with Seller paying those allocable to the period following prior to the Closing Date. The post-closing adjustment will be made upon receipt by Buyer of the relevant tax bill from the appropriate Governmental Authorities, but no later than ▇▇▇ year following Date and Purchaser being responsible for those allocable to the Closing DateDate and thereafter. Any post-closing adjustment proposed by Buyer will be supported by copies of said tax bills along with other reasonable documentation to be provided to Seller. (c) Seller shall be responsible for personal property taxes, if any, applicable to any personal property retained by Seller. 4.5.3 Purchaser shall assume all special assessments (and charges in the nature of or in lieu of such assessments) levied, pending or constituting a lien with respect to any of the Real Property as of the Closing Date. 4.5.4 Seller shall pay all sales tax due regarding this transaction, if any. 4.5.5 Seller shall pay all state deed tax regarding the deed to be delivered by Seller to Purchaser. Purchaser shall pay any mortgage registry tax regarding any mortgage given by Purchaser on the Real Property in connection with this transaction. 4.5.6 Seller shall pay the cost of Terminal utilities up recording all documents, including the deed to be delivered by Seller to Purchaser. 4.5.7 Purchaser shall pay all service charges for and costs of the Commitment. 4.5.8 Purchaser shall pay all premiums required for any owner's or mortgagee's title insurance policy issued in connection with this transaction. 4.5.9 Seller shall pay any Closing fee payable to Title Company with respect to the transaction contemplated by this Agreement. 4.5.10 All utility expenses, including water, fuel, gas, electricity, telephone, sewer, trash removal, heat and Buyer other services furnished to or provided for the Property, and all other operating costs of the Property (including, without limitation, dues payable to the Association and all dues or associations fees attributable to any declarations of covenants, conditions and restrictions or similar agreements that run with the land relating to the Property to which Seller is a party or by which Seller or the Property or any portion thereof may be bound), shall be responsible for such costs thereafterpaid by Seller, pursuant to the provisions of the FSI Sublease. (d) Buyer shall bear and pay all title insurance premiums and charges. (e) Buyer shall bear and pay all realty transfer fees4.5.11 Except as provided in Section 13, recording costs and Taxes associated with the conveyance of the Real Property, the Improvements and the Personal Property. (f) Seller and Buyer Purchaser shall each pay their own respective legal attorneys' fees and expenses and the cost of performance of their respective obligations hereunderincurred in connection with this transaction. (g) All amounts due Seller under any assignable Revenue-Generating Contract shall be prorated as of the Closing Date upon the payment cycle established under such Revenue-Generating Contract so that the portion the amounts due Seller from the beginning of such payment cycle to the Closing Date will be credited to Seller at Closing. (h) The Parties shall make all other adjustments necessary to effectuate the intent of the Parties as set forth in this Agreement.

Closing Adjustments. The following items shall be paid, prorated, or adjusted as of the Closing Date in the manner hereinafter set forth: (a) All real estate Taxes, Taxes as well as any Taxes assessed on Terminal Inventorythe Personal Property, due and owing on or before the Closing Date, all penalties and interest thereon, and all special assessments affecting the Terminal, whether payable in installments or not, shall be paid in full by Seller. (b) Current ad valorem Taxes including real estate Taxes, special assessments and charges for the current year (“Property Taxes”) shall be prorated allocated between Seller and Buyer as of the Closing Date upon on the tax basis of no applicable discount. The allocation shall be based on the number of days that each party owns the Terminal during the year of the applicable taxing authority, without regard to when said sale. If the amount of such Property Taxes are payable, so that the portion of current Taxes allocable with respect to the period from Terminal for the beginning of such calendar year to in which the Closing Date shall be the responsibility occurs has not been determined as of Seller and the portion of the current Taxes allocable to the portion of such year from the Closing Date to the end of such year shall be the responsibility of Buyer. These Taxes will be prorated based on the current assessed value for 2004. A post-closing adjustment will be made to reflect accurately Seller's responsibility for that portion of real estate Taxes attributable to the period prior to the Closing Date, and Buyer's responsibility for that portion of real estate then the Property Taxes attributable with respect to the period following Terminal for the preceding calendar year, on the basis of no applicable discount, shall be used to calculate such allocations, with known changes in valuation applied. Seller’s allocated share of the Property Taxes for the current year shall be credited to Buyer at Closing as a reduction in Purchase Price and Buyer shall assume the responsibility to pay the Property Taxes, unless Seller has already paid the current year’s Property Taxes, in which case Seller shall be credited at Closing as an increase in Purchase Price with Buyer’s allocated share of the Property Taxes. If -49- TERMINAL SALE AND PURCHASE AGREEMENT (ARCADIA) EXECUTION VERSION the actual amount of any such Property Taxes varies by more than Twenty Thousand Dollars ($20,000) from estimates used at the Closing Date. The postto prorate such taxes, then the parties shall re-closing adjustment will be made upon receipt prorate such Property Taxes within ten (10) days following a request by Buyer either party based on the actual amount of the relevant tax bill from the appropriate Governmental Authorities, but no later than ▇▇▇ year following the Closing Date. Any post-closing adjustment proposed by Buyer will be supported by copies of said tax bills along with other reasonable documentation to be provided to Sellerbills. (c) Seller shall be responsible for the cost of Terminal the Terminal’s utilities up to Closing and Buyer shall be responsible for such costs thereafter. (d) Buyer shall bear and pay all title insurance premiums and charges. (e) Buyer shall bear and pay all realty transfer fees, recording costs and Taxes associated with the conveyance of the Real Property, the Improvements and the Personal Property, except Taxes imposed by reason of capital or income of Seller. Seller and Buyer agree that no sales and use taxes will be reported in connection with the transfer of the Terminal to Buyer since such sale qualifies for an occasional sale exemption. (f) Seller and Buyer shall each pay their own respective legal fees and expenses and the cost of performance of their respective obligations hereunder. (g) All amounts due Seller under any assignable Revenuerevenue-Generating Contract generating contract shall be prorated as of the Closing Date upon the payment cycle established under such Revenuerevenue-Generating Contract generating contract so that the portion the amounts due Seller from the beginning of such payment cycle to the Closing Date will be credited to Seller at Closing. (h) The Parties shall make all other adjustments necessary to effectuate the intent of the Parties as set forth in this Agreement.

Closing Adjustments. The following items shall be paidapportioned on the Closing Statement against sums due Seller at Closing. A. There shall be no proration of taxes, proratedoperating expenses or utilities, or it being acknowledged and agreed that Humana is solely responsible for payment of all taxes, operating expenses and utilities at the Subject Premises. B. Current rents shall be prorated and adjusted as of the Closing Date in Date, with Purchaser being credited for rents on the manner hereinafter set forth: (a) All real estate Taxes, as well as Taxes assessed on Terminal Inventory, due and owing on or before date of Closing. Purchaser shall receive a credit at Closing for all prepaid rents relating to periods after the Closing Date, all penalties and interest thereon, and all special assessments affecting the Terminal, whether payable in installments or not, shall be paid in full by Seller. (b) Current real estate Taxes, assessments and charges shall be prorated as of the Closing Date upon the tax year of the applicable taxing authority, without regard to when said Taxes are payable, so that the portion of current Taxes allocable to the period from the beginning of such year to . Any rents received after the Closing Date shall be applied first to the responsibility of Seller and the portion month of the current Taxes allocable Closing Date, then to the portion of such year from any rents accruing after the Closing Date Date, and then to any rents that were due and payable as of the end of such year shall Closing Date. In the event that Purchaser receives any rents that are to be the responsibility of Buyer. These Taxes will be prorated based on the current assessed value for 2004. A post-closing adjustment will be made applied to reflect accurately Seller's responsibility for that portion of real estate Taxes attributable to the period periods prior to the Closing Date, and Buyer's responsibility for that portion of real estate Taxes attributable to the period following the Closing Date. The post-closing adjustment will be made upon receipt by Buyer of the relevant tax bill from the appropriate Governmental Authorities, but no later than ▇▇▇ year following the Closing Date. Any post-closing adjustment proposed by Buyer will be supported by copies of said tax bills along with other reasonable documentation to be provided Purchaser shall promptly remit such amounts to Seller. C. At the Closing, Seller shall provide Purchaser with an accounting of the amounts billed by Seller to Humana for operating expenses for the calendar year in which the Closing occurs and the amounts paid by Humana to Seller for such operating expenses for such calendar year. Upon the reconciliation by Purchaser of the operating expenses billed to Humana and the amounts actually incurred for such calendar year, Seller and Purchaser shall be liable for overpayments of operating expenses by Humana, and shall be entitled to payment from Humana with respect to underpayments of operating expenses, as the case may be, all on a pro rata basis, based upon each parties’ period of ownership during such calendar year. Such reconciliation between Purchaser and Seller shall occur no later than forty-five (c45) days after the end of such calendar year. Purchaser and Seller shall cooperate in connection with the completion of such reconciliation. D. Seller shall provide Purchaser with a credit for the then unpaid portion of the tenant improvement allowance, if any, required to be paid under Section 6.A of the Fifth Amendment in an amount not to exceed Five Hundred Seventy Eight Thousand Three Hundred Sixty-Four and 00/100 ($578,364.00) Dollars. E. Seller shall pay all documentary stamp taxes and tangible and intangible transfer taxes required to be paid upon recording of the Special Warranty Deed. F. Seller shall pay the brokerage commissions due the Broker as provided in Section 15 below and Seller shall be responsible for authorized to reduce such brokerage commission by the cost amount due to Purchaser pursuant to Section 10.G below. G. Seller shall credit Purchaser with the sum of Terminal utilities up Eleven Thousand Five Hundred and 00/100 ($11,500.00) Dollars as a reimbursement of a portion of the title insurance premium with respect to Closing Purchaser’s Title Insurance Policy as provided under Section 4.A hereof and Buyer the Broker has agreed to contribute to Purchaser the sum of Eleven Thousand Five Hundred and 00/100 ($11,500.00) Dollars towards the title insurance premium with respect to the Title Insurance Policy to be obtained under Section 4.A hereof and the Broker hereby joins in this Agreement to acknowledge its payments obligation under this Section 10.G and Seller shall be responsible for such costs thereafter. authorized to pay Eleven Thousand Five Hundred and 00/100 (d$11,500.00) Buyer shall bear and pay all title insurance premiums and charges. (e) Buyer shall bear and pay all realty transfer fees, recording costs and Taxes associated with the conveyance Dollars of the Real Property, the Improvements and the Personal Property. (f) Seller and Buyer shall each pay their own respective legal fees and expenses and the cost of performance of their respective obligations hereunder. (g) All amounts brokerage commission otherwise due Seller under any assignable Revenue-Generating Contract shall be prorated as of the Closing Date upon the payment cycle established under such Revenue-Generating Contract so that the portion the amounts due Seller from the beginning of such payment cycle to the Closing Date will be credited Broker to Seller at ClosingPurchaser in satisfaction of this obligation. (h) The Parties shall make all other adjustments necessary to effectuate the intent of the Parties as set forth in this Agreement.

Closing Adjustments. Adjustments to the Purchase Price shall be made between Seller and Purchaser and shall be prorated on a per diem basis as of the Closing Date. The Closing Date shall be a day of income and expense for Purchaser. The following items shall be paid, prorated, or prorated and adjusted between Seller and Purchaser as of the Closing Date in the manner hereinafter set forthDate, except as otherwise specified: (a) All real estate Taxes, as well as Taxes assessed on Terminal Inventory, due 9.1 Prepaid rents and owing on or before other prepaid charges collected by Seller from Tenant for the month of Closing Date, all penalties and interest thereon, and all special assessments affecting the Terminal, whether payable in installments or not, shall be paid in full by Seller. (b) Current real estate Taxes, assessments and charges shall be prorated by credit to Purchaser. Rents and other charges which relate to periods prior to Closing which have not been collected as of Closing (collectively "Delinquent Rents") shall not be prorated. Seller shall have the Closing Date upon the tax year right to collect Delinquent Rents from Tenant, which may include legal proceedings against Tenant as Seller deems appropriate, provided no such action shall demand possession or termination of the applicable taxing authority, without regard to when said Taxes are payable, so that the portion of current Taxes allocable to the period from the beginning of such year to the Closing Date Lease. Any rents collected after closing shall be applied against the responsibility receivable as indicated by Tenant, provided if not specifically identifiable, rents collected after Closing from Tenant shall be applied: (i) first, rents due for the month in which such payment is received, (iii) second, to rents attributable to any period after Closing which are past due on the date of receipt, and (iv) third, to Delinquent Rents. After Closing, Seller shall promptly remit to Purchaser any rents received relating to periods after Closing and Purchaser shall promptly remit to Seller any Delinquent Rents received. The provision of this Section 9.1 shall survive Closing. 9.2 Real estate taxes, water, electricity, sewer, gas, telephone and other utilities and charges which are paid directly by Tenant under the Lease shall not be prorated. 9.3 To the extent that errors are discovered in, or additional information becomes available with respect to, the prorations and allocations made at Closing, Seller and the portion Purchaser agree to make such post-Closing adjustments as may be necessary to correct any inaccuracy; however, all prorations (except for prorations and allocations of the current Taxes allocable to the portion (i) ad valorem taxes, (ii) tenant reimbursables of such year from the Closing Date to the end of such year taxes and operating expenses, as applicable and (iii) prorations or allocations that are then currently in dispute) shall be the responsibility of Buyer. These Taxes will be prorated based on the current assessed value for 2004. A post-closing adjustment will be made to reflect accurately Seller's responsibility for that portion of real estate Taxes attributable to the period prior to the Closing Date, and Buyer's responsibility for that portion of real estate Taxes attributable to the period following the Closing Date. The post-closing adjustment will be made upon receipt by Buyer of the relevant tax bill from the appropriate Governmental Authorities, but final no later than ▇▇▇ year following the Closing Date. Any post-closing adjustment proposed by Buyer will be supported by copies of said tax bills along with other reasonable documentation to be provided to Seller. six (c6) Seller shall be responsible for the cost of Terminal utilities up to Closing and Buyer shall be responsible for such costs thereafter. (d) Buyer shall bear and pay all title insurance premiums and charges. (e) Buyer shall bear and pay all realty transfer fees, recording costs and Taxes associated with the conveyance of the Real Property, the Improvements and the Personal Property. (f) Seller and Buyer shall each pay their own respective legal fees and expenses and the cost of performance of their respective obligations hereunder. (g) All amounts due Seller under any assignable Revenue-Generating Contract shall be prorated as of the Closing Date upon the payment cycle established under such Revenue-Generating Contract so that the portion the amounts due Seller from the beginning of such payment cycle to the Closing Date will be credited to Seller at months after Closing. (h) The Parties shall make all other adjustments necessary to effectuate the intent of the Parties as set forth in this Agreement.

Closing Adjustments. The following items shall be paidapportioned on the Closing Statement against sums due Seller at Closing: A. Purchaser acknowledges and agrees that the Tenant pays the real estate and personal property taxes and assessments directly to the taxing authority and accordingly, proratedPurchaser shall acquire the Subject Premises subject to any unpaid real and personal property taxes and in no event shall Seller be responsible for providing Purchaser with any credit towards the real and personal property taxes including, or without limitation, any outstanding special assessments. B. Current rents shall be prorated and adjusted as of the Closing Date in Date, with Purchaser being credited for rents on the manner hereinafter set forth: (a) All real estate Taxes, as well as Taxes assessed on Terminal Inventory, due date of Closing. Purchaser shall receive a credit at Closing for all prepaid rents relating to periods from and owing on or before after the Closing Date. As to rent or other charges arrearages, all penalties and interest thereonto the extent that Seller is owed any of such rent or other charges, and all special assessments affecting the Terminal, whether payable in installments or not, no adjustment shall be paid in full made at Closing, but Purchaser shall deliver to Seller any such amounts owed to Seller when collected, it being acknowledged that monies received by Purchaser from Tenant after Closing shall be allocated first, to current rents and other current charges due to Purchaser and then to any arrearage due to Seller. (b) Current real estate Taxes, assessments and charges C. Seller shall be prorated as of receive a credit from Purchaser for any prepaid operating expenses paid by Seller prior to Closing which relate to periods on or after the Closing Date upon the tax year of the applicable taxing authority, without regard Date. Purchaser shall receive a credit from Seller for any operating expenses to when said Taxes are payable, so that the portion of current Taxes allocable to the period from the beginning of such year to the Closing Date shall be the responsibility of Seller and the portion of the current Taxes allocable to the portion of such year from paid by Purchaser after the Closing Date to the end of extent that such year shall be the responsibility of Buyer. These Taxes will be prorated based on the current assessed value for 2004. A post-closing adjustment will be made operating expenses relate to reflect accurately Seller's responsibility for that portion of real estate Taxes attributable to the period periods prior to the Closing Date, . D. Purchaser shall pay the State and Buyer's responsibility for that portion of real estate Taxes attributable County transfer taxes due upon Closing or required to the period following the Closing Date. The post-closing adjustment will be made paid upon receipt by Buyer recording of the relevant tax bill from special warranty deed and any local transfer taxes determined by municipal ordinance due upon Closing or required to be paid upon recording of the appropriate Governmental Authorities, but no later than ▇▇▇ year following the Closing Datespecial warranty deed. E. Any Tenant security deposit shall be assumed by Purchaser with credit therefor to Purchaser at Closing. Any post-closing adjustment proposed utility security deposit paid by Buyer will be supported by copies of said tax bills along with other reasonable documentation to be provided to Seller. (c) Seller shall be responsible for the cost of Terminal utilities up to Closing assumed by Purchaser and Buyer shall be responsible for such costs thereafter. (d) Buyer shall bear and pay all title insurance premiums and charges. (e) Buyer shall bear and pay all realty transfer fees, recording costs and Taxes associated with the conveyance of the Real Property, the Improvements and the Personal Property. (f) Seller and Buyer shall each pay their own respective legal fees and expenses and the cost of performance of their respective obligations hereunder. (g) All amounts due Seller under any assignable Revenue-Generating Contract shall be prorated as of the Closing Date upon the payment cycle established under such Revenue-Generating Contract so that the portion the amounts due Seller from the beginning of such payment cycle to the Closing Date will be credited a credit therefor to Seller at Closing. F. Seller and Purchaser shall share equally (h50%/50%) in any escrow or closing fees charged by the Title Company. The Parties provisions of this Section 12 shall make all other adjustments necessary to effectuate the intent of the Parties as set forth in this Agreementsurvive Closing.

Closing Adjustments. Prorations shall be made between Seller and Purchaser on a per diem basis as of the Closing Date. The Closing Date shall be a day of income and expense for Purchaser. The following items shall be paid, prorated, or prorated and adjusted between Seller and Purchaser as of the Closing Date in the manner hereinafter set forthDate, except as otherwise specified: (a) All real estate Taxes, as well as Taxes assessed on Terminal Inventory, due and owing on or before 9.1 Rents paid for the month of Closing Date, all penalties and interest thereonby the Tenant under the Lease, and all special assessments affecting the Terminalany other prepaid rents (collectively, whether payable in installments or not"Rent"), shall be paid in full by Seller. (b) Current real estate Taxes, assessments and charges shall be prorated as of the Closing Date upon based on the tax year respective number of the applicable taxing authority, without regard to when said Taxes are payable, so that the portion days of current Taxes allocable to the period from the beginning of such year to the Closing Date shall be the responsibility ownership of Seller and Purchaser for such month. Any Rent due or past due under the portion Lease as of the current Taxes allocable to the portion of such year from the Closing Date to the end of such year shall be paid to Seller on Closing, and prorated if applicable. 9.2 To the responsibility extent not paid by directly by Tenant, the parties will coordinate to transfer billing for water, electricity, sewer, gas, telephone and other utilities charges as of Buyer. These Taxes will be prorated based on the current assessed value for 2004. A post-closing adjustment will be made to reflect accurately Seller's responsibility for that portion of real estate Taxes attributable to the period prior to the Closing Date, and Buyer's responsibility for that portion of real estate Taxes attributable to the period following the Closing Date. The post-closing adjustment will and/or prorate such items if such billing transfers cannot be made upon receipt by Buyer of the relevant tax bill from the appropriate Governmental Authorities, but no later than ▇▇▇ year following the Closing Dateaccomplished on Closing. Any post-closing adjustment proposed security deposits or similar items paid to utility providers by Buyer will be supported by copies Seller shall remain the property of said tax bills along with other reasonable documentation to be provided to Seller. (c) Seller shall be responsible for 9.3 Real estate taxes paid during the cost of Terminal utilities up to year in which Closing and Buyer shall be responsible for such costs thereafter. (d) Buyer shall bear and pay all title insurance premiums and charges. (e) Buyer shall bear and pay all realty transfer fees, recording costs and Taxes associated with the conveyance of the Real Property, the Improvements and the Personal Property. (f) Seller and Buyer shall each pay their own respective legal fees and expenses and the cost of performance of their respective obligations hereunder. (g) All amounts due Seller under any assignable Revenue-Generating Contract occurs shall be prorated as of the Closing Date upon on a cash, rather than accrual basis, based on the payment cycle established last ascertainable tax ▇▇▇▇ and such proration shall be final. 9.4 All unapplied balances of security deposits under such Revenue-Generating Contract so that the portion the amounts due Lease held by Seller from the beginning of such payment cycle to the Closing Date will shall be credited to Seller at Purchaser on Closing. (h) The Parties shall make all other adjustments necessary to effectuate the intent of the Parties 9.5 Except as set forth in this Agreementabove, there shall be no prorations and all prorations shall be final.

Closing Adjustments. The following items shall be paid, prorated, or adjusted as of the Closing Date in the manner hereinafter set forth: (a) All real estate Taxes, as well as Taxes assessed on each Terminal Inventory, due and owing on or before the Closing Date, all penalties and interest thereon, and all special assessments affecting the TerminalTerminals, whether payable in installments or not, shall be paid in full by Seller. (b) Current real estate Taxes, assessments and charges shall be prorated as of the Closing Date upon the tax year of the applicable taxing authority, without regard to when said Taxes are payable, so that the portion of current Taxes allocable to the period from the beginning of such year to the Closing Date shall be the responsibility of Seller and the portion of the current Taxes allocable to the portion of such year from the Closing Date to the end of such year shall be the responsibility of Buyer. These Taxes will be prorated based on the current assessed value for 2004. A post-closing adjustment will be made to reflect accurately Seller's responsibility for that portion of real estate Taxes attributable to the period prior to the Closing Date, and Buyer's responsibility for that portion of real estate Taxes attributable to the period following the Closing Date. The post-closing adjustment will be made upon receipt by Buyer of the relevant tax bill from the appropriate Governmental Authorities, but no later than ▇▇▇ year following the Closing Date. Any post-closing adjustment proposed by Buyer will be supported by copies of said tax bills along with other reasonable documentation to be provided to Seller. (c) Seller shall be responsible for the cost of Terminal Terminals utilities up to Closing and Buyer shall be responsible for such costs thereafter. Seller shall cooperate with Buyer in transferring all utility accounts to Buyer’s name effective as of the Closing. (d) Buyer shall bear and pay all title insurance premiums and charges. (e) Buyer shall bear and pay all realty transfer fees, recording costs and Taxes associated with the conveyance of the Real Property, the Improvements and the Personal Property. (f) Seller and Buyer shall each pay their own respective legal fees and expenses and the cost of performance of their respective obligations hereunder. (g) All amounts due Seller under any assignable Revenue-Generating Contract shall be prorated as of the Closing Date upon the payment cycle established under such Revenue-Generating Contract so that the portion the amounts due Seller from the beginning of such payment cycle to the Closing Date will be credited to Seller at Closing. (h) The Parties shall make all other adjustments necessary to effectuate the intent of the Parties as set forth in this Agreement.

Closing Adjustments. The following items shall be paid, prorated, or adjusted as of the Closing Date in the manner hereinafter set forth: (a) All real estate Taxes, as well as Taxes assessed on Terminal Inventory, due and owing on or before the Closing Date, all penalties and interest thereon, and all special assessments affecting the Terminal, whether payable in installments or not, shall be paid in full by Seller. (b) Current real estate Taxes, assessments and charges for the Terminal shall be prorated as of the Closing Date upon the tax year of the applicable taxing authority, without regard to when said Taxes are payable, so that the portion of current Taxes allocable to the period from the beginning of such year to the Closing Date shall be the responsibility of Seller and the portion of the current Taxes allocable to the portion of such year from the Closing Date to the end of such year shall be the responsibility of Buyer. These Taxes will be prorated based on the current assessed value for 2004. A post-closing adjustment will be made to reflect accurately Seller's responsibility for that portion of real estate Taxes attributable to the period prior to the Closing Date, and Buyer's responsibility for that portion of real estate Taxes attributable to the period following the Closing Date. The post-closing adjustment will be made upon receipt by Buyer of the relevant tax bill ▇▇▇▇ from the appropriate Governmental Authorities, but no later than ▇▇▇ one year following the Closing Date. Any post-closing adjustment proposed by Buyer will be supported by copies of said tax bills along with other reasonable documentation to be provided to Seller. (c) Seller shall be responsible for the cost of utilities for the Terminal utilities up to Closing and Buyer shall be responsible for such costs thereafter. (d) Buyer shall bear and pay all title insurance premiums and charges. (e) Buyer shall bear and pay all realty transfer fees, recording costs and Taxes associated with the conveyance of the Real Property, the Improvements and the Personal Property. (f) Seller and Buyer shall each pay their own respective legal fees and expenses and the cost of performance of their respective obligations hereunder. (g) All amounts due Seller under any assignable Revenue-Generating Contract shall be prorated as of the Closing Date upon the payment cycle established under such Revenue-Generating Contract so that the portion the amounts due Seller from the beginning of such payment cycle to the Closing Date will be credited to Seller at Closing. (h) The Parties shall make all other adjustments necessary to effectuate the intent of the Parties as set forth in this AgreementAppendix.