Common use of Closing Prorations and Adjustments Clause in Contracts

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 items accepted by Partnership shall be paid for by Partnership. On or before the expiration of the Inspection Period, Partnership shall deliver written notice to Contributor specifying which of the Service Contracts described in Exhibit D attached hereto will be accepted by Partnership. Partnership hereby reserves the right to approve or disapprove any and all other Service Contracts which may affect the Property. Those Service Contracts not accepted by Partnership shall be terminated or canceled by Contributor at its expense on or before the Closing Date. Partnership's failure to notify Contributor as required in this Section 8(b)(iii) shall be deemed a rejection by Partnership of all of the Service Contracts. Notwithstanding anything to the contrary set forth herein, in no event shall Partnership be bound by the terms of the contracts between Contributor and its management company and Contributor and its asset management company which are in effect as of the Effective Date. (iv) Notwithstanding anything to the contrary contained in this Agreement, Contributor shall pay any management fee due as of the Closing Date on account of the Property to its property management company. (c) The provisions of this Section 8 shall survive the Closing and remain fully enforceable against Partnership, Contributor and the General Partner. Because Partnership is assuming all cash balances after payment of property, operating expenses incurred by Contributor in accordance with Section 8 (b)(i) hereof, Partnership hereby agrees to pay all closing costs incurred in connection with the closing including the Contributor's closing fee in the amount of $75,550 to MFI Realty and Contributor's legal fees incurred in connection herewith.

Closing Prorations and Adjustments. The following items will be prorated and adjusted as of 12:01 a.m. on the Closing Date (as defined below) as follows: (a) All matters involving prorations or adjustments to be made in connection with Seller will credit Purchaser at Closing real estate taxes, charges and assessments affecting the Property based upon 100% of the last ascertainable tax ▇▇▇▇(s). Any such taxes prorated on an estimated basis on the Closing Date will be reprorated by the parties when and not specifically provided for in some other provision of this Agreement have been calculated and as the value actual amount of such prorations has been taken into account taxes becomes known. Any adjustment due to reproration of taxes will be paid not later than thirty (30) days following the final determination of the amount of such taxes and included in delivery of the number demand by the party to whom payment is due. The reproration obligations of operating partnership units to be issued in connection herewith other than the prorations or adjustments listed in (b) belowparties will survive the Closing. (b) Such prorations or adjustments shall be made as follows: (i) All costs Seller will pay all expenses necessary to repair, operate and expenses of operating maintain the Property in its current condition accrued up to and including the Closing Date. Any such expenses which have accrued are prepaid as of the Closing Date shall will be credited to Seller, and Purchaser will be responsible to pay such expenses accruing subsequent to the Closing Date. Any expenses that have accrued up to and including the Closing Date but have not been billed to or paid by Seller as of the Closing Date will, to the extent possible, be paid by ContributorSeller (with such payment evidenced to Purchaser) at the time of Closing, or, if not so payable, at Purchaser’s option, will be credited to Purchaser, provided that such credit will not release Seller of the obligation to make full payment if the credit is insufficient for any reason. Utility meters for utility services payable by Seller will be read on or before immediately prior to the Closing Date, or promptly upon receipt of bills therefor. All costs if possible, and expenses of operating the Property which are accrued on or after the Closing Date shall amounts due as disclosed by such readings will be paid by PartnershipSeller or credited to Purchaser. Contributor shall transfer to Partnership at Closing an amount equal to the aggregate amount of Otherwise 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 charges and ▇▇▇▇▇▇▇▇ cannot be obtained as of Closing, the final bills, when received, shall will be prorated based upon using 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 month’s ▇▇▇▇ as of the Closing Date shall be reviewed and accepted or canceled as desired by Partnership; only those items accepted by Partnership shall be paid for by Partnership. On or before the expiration of the Inspection Period, Partnership shall deliver written notice to Contributor specifying which of the Service Contracts described in Exhibit D attached hereto will be accepted by Partnership. Partnership hereby reserves reprorated upon receipt of actual bills for the right to approve or disapprove any and all other Service Contracts which may affect the Property. Those Service Contracts not accepted by Partnership shall be terminated or canceled by Contributor at its expense on or before the Closing Date. Partnership's failure to notify Contributor as required period in this Section 8(b)(iii) shall be deemed a rejection by Partnership of all of the Service Contracts. Notwithstanding anything to the contrary set forth herein, in no event shall Partnership be bound by the terms of the contracts between Contributor and its management company and Contributor and its asset management company which are in effect as of the Effective Date. (iv) Notwithstanding anything to the contrary contained in this Agreement, Contributor shall pay any management fee due as of the Closing Date on account of the Property to its property management companyquestion. (c) The provisions Any and all other items customarily prorated or required by any other provision of this Section 8 shall survive the Closing and remain fully enforceable against Partnership, Contributor and the General Partner. Because Partnership is assuming all cash balances after payment of property, operating expenses incurred by Contributor in accordance with Section 8 (b)(i) hereof, Partnership hereby agrees Agreement to pay all closing costs incurred in connection with the closing including the Contributor's closing fee in the amount of $75,550 to MFI Realty and Contributor's legal fees incurred in connection herewithbe prorated or adjusted.

Closing Prorations and Adjustments. (i) A statement of prorations and adjustments (the “Closing Statement”) shall be prepared by Seller in conformity with the provisions of this Agreement and submitted to Purchaser for review not less than three (3) days prior to each Closing Date. For purposes of prorations, Purchaser shall be deemed the owner of the Acquired Assets on the applicable Closing Date for such Acquired Assets. In addition to prorations and adjustments that may otherwise be provided for in this Agreement, the following items shall be prorated or adjusted (as the case requires) as of each Closing Date: (a) All matters involving prorations or adjustments to be made in connection with the Closing personal property, real estate taxes and not specifically provided for in some other provision of this Agreement have been calculated special assessments, sales 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 use taxes levied against the Property which have accrued accrue or are attributable to the period prior to the Closing Date shall be prorated as of the Closing Date based on the parties’ respective periods of ownership during such year. Subject to the agreement to prorate such real estate tax bills, Seller shall be paid by Contributor, on or before responsible for payment of all installments of real estate taxes and assessments which are due and payable prior to 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 Purchaser shall be paid by Partnership. Contributor shall transfer to Partnership at Closing an amount equal to the aggregate amount responsible for payment of all security, pet, redecorating or other deposits refundable to tenants under the Leases. Partnership will accept such transfer of funds installments due from 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 . Seller shall give Purchaser a credit for taxes and assessments, if any, for which final ▇▇▇▇▇▇▇▇ for utilities shall be made bills have not been issued as of the Closing Date, such credit to be based on the then most recently issued tax bills, in which case such taxes shall be reprorated between Seller and Purchaser at the time of issuance of the final bills therefor and payment of any adjustment based on such reproration shall be paid by the party owing the other based on such adjustment within fifteen (15) days after receipt by such party of copies of the applicable bills. Contributor shall pay all outstanding amounts due as Likewise, to the extent Seller is contesting or appealing any real estate tax amount or assessed valuation for any of the Properties for the year of Closing, any refunds or reduction of such timetaxes or assessments, which, after payment of the out of pocket costs and expenses incurred by Seller in obtaining such refunds or reductions, shall be paid or credited to the party obligated for such taxes or assessments in the same manner and proportions as otherwise provided herein. Contributor Any such refund or reduction for any period prior to the year of Closing shall also be entitled tobelong solely to Seller; (b) rents paid under the Leases for the calendar month during which the Closing occurs, and maythe amount of any rents paid to any Seller which are applicable to the period subsequent to the calendar month during which the Closing occurs. Any delinquent rents shall not be prorated at the applicable Closing. Any rents collected by Sellers or Purchaser after a Closing Date shall be applied first to any rents due and payable for the month in which the Closing occurs, following Closingthen to any then-current calendar months subsequent to the calendar month in which the applicable Closing Date occurs, obtain and then to any rents, including late fees and interest, past due for calendar months prior to the calendar month in which the applicable refunds Closing Date occurs (the “Arrears”). Any rents collected by the applicable Seller after the applicable Closing Date shall be immediately remitted to Purchaser to be applied as set forth above. Any rents collected by Purchaser that are due Seller shall be applied in accordance with the terms of this Section 5(C)(i)(b) after deducting therefrom all reasonable third party expenses incurred by Purchaser in connection with the collection thereof and shall immediately be remitted to Seller. Seller shall have the right to pursue and collect (including the commencement or prosecution of litigation) Arrears accruing prior to the Closing Date; (c) the then-current balance of the cash security and other deposits paid under the Leases, together with any interest thereon if required by law or otherwise, shall be assigned to Purchaser (or Purchaser shall receive a credit against the Purchase Price for such amounts); (d) water, electric, telephone and all other utility companies. If final and fuel charges, fuel on hand (at cost plus sales tax) (to the extent possible, utility prorations shall be handled by meter readings on or immediately prior to the applicable Closing Date; otherwise, all utility charges and ▇▇▇▇▇▇▇▇ cannot be obtained as of Closing, the final bills, when received, shall be prorated based using the prior month’s bills as of the applicable Closing Date and shall be reprorated promptly upon receipt of actual bills for the number of days Contributor owned period in question); any deposits with utility companies will be transferred to Purchaser and Seller shall receive a credit at the Property in applicable Closing for any such final billing perioddeposits; (e) amounts due and prepayments under the Service Contracts being assumed by Purchaser; (f) assignable license and permit fees; (g) all accrued non-default interest relating to the applicable Existing Loans. Partnership shall, at The applicable Sellers shall pay on or prior to the Closingapplicable Closing all other fees, make any deposits required from and after closing for utilities costs, charges and other services of amounts due and payable under 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 applicable Existing Loans as of the Closing Date (other than principal). Sellers shall receive a credit at the applicable Closing for all amounts that continue to be held in or set aside for escrows or reserves on deposit in connection with the applicable Existing Loans for the benefit of Purchaser, including, without limitation, tax, insurance or rental deposits; (h) Rent under the Ground Lease shall be reviewed and accepted or canceled as desired by Partnership; only those items accepted by Partnership shall be paid prorated for by Partnership. On or before the expiration applicable period that is inclusive of the Inspection Period, Partnership applicable Closing Date; (i) Up front “door fees” received by any Seller for services such as cable and internet shall deliver written notice not be prorated; (j) Penalties and fines assessed against any Property between Sellers and Purchaser based upon the date to Contributor specifying which of such action or penalty or fine applies (excluding any pertaining to VG Costs [defined below]); and (k) All other items which are customarily prorated in transactions similar to the Service Contracts described transactions contemplated hereunder and which are not otherwise addressed in Exhibit D attached hereto this Agreement will be accepted by Partnership. Partnership hereby reserves the right to approve or disapprove any and all other Service Contracts which may affect the Property. Those Service Contracts not accepted by Partnership shall be terminated or canceled by Contributor at its expense on or before prorated as of the Closing Date. Partnership's failure Except with respect to notify Contributor as required in this Section 8(b)(iii) real estate and personal property taxes which are to be reprorated pursuant to the following sentence, any proration which must be estimated at a Closing shall be deemed a rejection by Partnership adjusted based on information obtained within one hundred twenty (120) days after the applicable Closing Date, such reproration to be completed on or before April 1 of each year with respect to any Closing that was consummated in the prior calendar year, otherwise all prorations shall be final. Real estate, personal property, sales, and use taxes and assessments shall be reprorated within ninety (90) days after the issuance of the Service Contracts. Notwithstanding anything to the contrary set forth herein, in no event shall Partnership be bound by the terms of the contracts between Contributor and its management company and Contributor and its asset management company which are in effect as of the Effective Dateactual ▇▇▇▇ therefor. (ivii) Notwithstanding anything to the contrary contained in this Agreement, Contributor Sellers shall be responsible for and, at or prior to each Closing, shall pay all amounts due through such Closing for employees’ salaries, vacation pay, withholding and payroll taxes, and other compensation and benefits, and any management fee due affecting the applicable Property. The applicable Seller shall terminate (or, with the prior written consent of Purchaser, relocate to another property owned by HTA or one of its subsidiaries) as of each applicable Closing, the Closing Date on account employment of all employees who work at the Property applicable Property. Notwithstanding any provision contained in the Confidentiality Agreement to its property management company. (c) The provisions of this Section 8 shall survive the Closing contrary, Sellers agree that Purchaser may, in Purchaser’s sole and remain fully enforceable against Partnershipabsolute discretion, Contributor and the General Partner. Because Partnership is assuming hire any or all cash balances after payment of property, operating expenses incurred by Contributor such terminated employees in accordance with Section 8 Purchaser’s standard employment practices and policies. Sellers shall severally, but not jointly, to the fullest extent authorized or permitted by applicable law, as now or hereafter in effect, protect, defend, indemnify and hold harmless Purchaser and its affiliates, subsidiaries and designees, if any, and their respective principals, shareholders, directors, officers, partners, agents, employees, successors and assigns (b)(icollectively, the “Purchaser Indemnified Parties”) hereoffrom and against any and all claims, Partnership hereby agrees demands, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial action requirements, enforcement actions of any kind, and all reasonable attorneys’ fees, costs and expenses (collectively, “Losses”) incurred by or asserted against any Purchaser Indemnified Party to pay all closing costs incurred in connection the extent arising out of employees’ employment with Sellers and the closing termination of their employment with Sellers, including any amounts or benefits payable under the U.S. Worker Adjustment and Retraining Notification Act or under any other federal, state, local, or other jurisdiction’s worker protection, layoff, plant shutdown or similar law, but such indemnity shall not relate to the employment of such employees by Purchaser (each a “WARN Law,” and collectively, the “WARN Laws”). This indemnity shall survive each Closing (including the Contributor's closing fee in Final Closing) and delivery of the amount of $75,550 to MFI Realty deeds and Contributor's legal fees incurred in connection herewithother transfer instruments and shall not be merged therein.