Closing Prorations and Adjustments Clause Samples

Closing Prorations and Adjustments. If Seller's sale of the Property to Buyer closes in the manner contemplated in this Agreement, then Buyer's and Seller's respective economic rights and obligations with respect to the Property will be determined in the manner described in this ss.

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.

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. (a) All matters involving prorations or adjustments to be made in connection with the Closing and not specifically provided for in some other provision of this Agreement have been calculated and the value of such prorations has been taken into account and included in the number of operating partnership units to be issued in connection herewith other than the prorations or adjustments listed in (b) below. (b) Such prorations or adjustments shall be made as follows: (i) All costs and expenses of operating the Property which have accrued as of the Closing Date shall be paid by Contributor, on or before the Closing Date, or promptly upon receipt of bills therefor. All costs and expenses of operating the Property which are accrued on or after the Closing Date shall be paid by Partnership. Contributor shall transfer to Partnership at Closing an amount equal to the aggregate amount of all security, pet, redecorating or other deposits refundable to tenants under the Leases. Partnership will accept such transfer of funds and agree to hold harmless and indemnify Contributor for any claim, liability and/or expense relating thereto and accruing after the Closing Date. (ii) Final readings and final ▇▇▇▇▇▇▇▇ for utilities shall be made as of the Closing Date. Contributor shall pay all outstanding amounts due as of such time. Contributor shall also be entitled to, and may, following Closing, obtain any applicable refunds of security deposits with any utility companies. If final readings and ▇▇▇▇▇▇▇▇ cannot be obtained as of Closing, the final bills, when received, shall be prorated based upon the number of days Contributor owned the Property in such final billing period. Partnership shall, at or prior to the Closing, make any deposits required from and after closing for utilities and other services of the Property. (iii) Partnership shall have the right, in the exercise of its sole discretion, to approve all Service Contracts pertaining to the Property which shall survive the Closing. Contributor shall pay all charges for deliveries made and services rendered up to the Closing Date and any date after the Closing Date if the deliveries made and services rendered thereafter relate to Service Contracts not accepted in the manner described herein and which were not terminated or canceled by Contributor as required by the terms hereof. Any items on order but undelivered as of the Closing Date shall be reviewed and accepted or canceled as desired by Partnership; only those ite...

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. (a) A rent roll (updated to within five (5) days prior to the Distribution Date) and a proposed statement of prorations and other adjustments shall be prepared by Investor LLC in conformity with the provisions of this Agreement not less than five (5) business days prior to the Distribution Date. For purposes of prorations, the Distribution shall be deemed to have occurred as of 12:01 a.m. on the Distribution Date. The following items are to be prorated or adjusted, as the case may require, as of the Distribution Date, and shall constitute adjustments to the Cash Redemption Payment: (i) real estate and personal property taxes and assessments (prorated on the basis of 100% of the most recent ascertainable ▇▇▇▇); (ii) the base rent payable by tenants under the Tenant Leases for the month in which the Distribution Date occurs; provided, however, that rent and all other sums which are due and payable to the Distributed LLC's by any tenant but uncollected as of the Distribution Date shall not be adjusted, but Investor LLC shall use diligent efforts to collect said past-due rents and shall cause the rent and other sums for the period prior to the Distribution Date to be remitted to the Partnership if, as and when collected. On the Distribution Date, the Partnership shall deliver to Investor LLC a schedule (prepared by the Partnership as of the most recent date available) of all such past due but uncollected rent and other sums owed by tenants. Investor LLC shall promptly remit to the Partnership any such rent or other sums paid by scheduled tenants, but only if a deficiency in the then current rent is not thereby created. Investor LLC shall ▇▇▇▇ tenants who owe rent for periods prior to the Distribution Date on a monthly basis for six consecutive months following the Distribution Date. In the case of percentage rents, it is the intent of the parties that the Partnership (directly or through its ownership of the Distributed LLC's prior to the Effective Time) shall be entitled to any percentage rent payments, if any, to the extent accrued through the Distribution Date. In the case of pass-throughs for taxes and expenses, it is the intent of the parties that the Partnership (directly or through its ownership of the Distributed LLC's prior to the Effective Time) shall be entitled to an amount equal to the total payments due from tenants for the 2000 calendar year or other collection period under the applicable Tenant Lease in which the Distribution Date occurs, multi...

Closing Prorations and Adjustments. (a) A rent roll (updated to within 15 days prior to the Effective Time) and a proposed statement of prorations, and other adjustments shall be prepared by MRY3 in conformity with the provisions of this Agreement not less than three (3) business days prior to the Effective Time. For purposes of prorations, each Assignment shall be deemed to have occurred as of 12:01 a.m. on the date of the Effective Time. The following items are to be prorated or adjusted, as the case may require, as of the Effective Time: A. real estate and personal property taxes and assessments; B. the rent payable by tenants under the Commercial Leases; provided that rent and all other sums which are due and payable to MLP by any tenant but uncollected as of the Effective Time shall not be adjusted, but MRY3 shall use diligent efforts to collect said past-due rents and shall cause the rent and other sums for the period prior to the Effective Time to be remitted to MLP if, as and when collected. On the Effective Time, MLP shall deliver to MRY3 a schedule (prepared by MLP as of the most recent date available) of all such past due but uncollected rent and other sums owed by tenants. MRY3 shall promptly remit to MLP any such rent or other sums paid by scheduled tenants, notwithstanding that a deficiency in the then current rent is thereby created. MRY3 shall ▇▇▇▇ tenants who owe rent for periods prior to the Effective Time on a monthly basis for six consecutive months following the Effective Time. For amounts due MLP not collected within thirty (30) days after the Effective Time, MLP shall have the right to ▇▇▇ to collect same, but in no event may MLP seek to evict any tenant or terminate any Commercial Lease; C. the full amount of security deposits paid under the Commercial Leases, to the extent unapplied, together with interest thereon if required by law or otherwise; provided that (to the extent permitted by applicable law) MLP shall have the right to apply security deposits, if any, against delinquent rents and other obligations of the tenants; D. water, electric, telephone and all other utility charges with respect to the Properties, and any assignable deposits with utility companies specifically allocable to the Properties (said assignable deposits being credited to MLP) (to the extent possible, utility prorations will be handled by meter readings on the Effective Time); E. amounts due and prepayments under the Other Contracts or Equipment Leases; F. assignable license and permit fees...

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 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.