Closing Prorations and Closing Costs Clause Samples
The "Closing, Prorations and Closing Costs" clause defines the procedures and financial responsibilities associated with finalizing a real estate transaction. It outlines how certain expenses, such as property taxes, utilities, and association fees, are divided between the buyer and seller based on the closing date, ensuring each party pays their fair share for the period they own the property. Additionally, it specifies which party is responsible for various closing costs, such as title insurance, escrow fees, and recording charges. This clause ensures a fair and transparent allocation of costs and obligations at closing, preventing disputes and clarifying each party’s financial duties.
Closing Prorations and Closing Costs. The following items and costs shall be prorated (on the Closing Date or as soon thereafter as is practicable) between the Seller and the Acquiror in the manner indicated:
(a) All sales and use taxes associated with the Acquisition shall be split equally between the Acquiror and the Seller, unless prohibited by applicable Laws;
(b) All Taxes with respect to the FBO Business which are due and payable and/or levied due and payable and/or accrued prior to the Closing Date;
(c) All possessory use Taxes shall be prorated as set forth below based on the most recently ascertainable property Tax b▇▇▇; and
(d) All Taxes of SJJC, including, without limitation, Taxes with respect to the FBO Business, that relate to any Tax period (or portion thereof) ending on or prior to the Closing Date. For purposes of calculating prorations for non-income Taxes, the Seller shall be deemed to be in title to the Membership Interests and the FBO Business for the entire day immediately prior to the Closing Date and the Acquiror shall be deemed in title for the entire day of the Closing Date. All such prorations shall be made on the basis of the actual number of days of the year and month which shall have elapsed as of the Closing Date. To the extent not ascertainable on the Closing Date, the amount of such prorations shall be adjusted in cash after the Closing Date as and when complete and accurate information becomes available. The Seller and the Acquiror agree to cooperate and use their diligent and good faith efforts to make such adjustments no later than 60 days after the Closing Date. In the event that amounts are not included in the Closing Working Capital Calculation (for example, because the relevant Tax Return is not yet due and filed or because an amount is subsequently changed by a taxing authority), then the amounts due from the Seller to the Acquiror hereunder shall be treated in the same manner as a breach or inaccuracy of a representation and warranty under Section 2.7 (Taxes) and shall be subject to the relevant provisions of Article VI. Items of income and expense for the period prior to the Closing Date will be for the account of the Seller and items of income and expense for the period on or after the Closing Date will be for the account of the Acquiror, all as determined by the accrual method of accounting.
Closing Prorations and Closing Costs. 4 4.1. Closing.........................................................4 4.2. Prorations......................................................4 4.2.1. Taxes................................................4 4.2.2. Insurance............................................5 4.2.3. Utilities............................................5 4.2.4. Rents................................................5 4.2.5. Calculations.........................................6 4.3.
Closing Prorations and Closing Costs. 4.1. Closing ............................................................ 4.2. Prorations.......................................................... 4.3.
Closing Prorations and Closing Costs