Common use of Prorated Items Clause in Contracts

Prorated Items. The following prorations shall be made as of 12:01 a.m. on the day the Closing occurs on the basis of a 365-day year. At least five (5) business days prior to the Closing Date, Escrow Holder shall deliver to Seller and Buyer a tentative closing and proration schedule setting forth a preliminary determination of all closing costs described below and the following prorations: (a) Rentals, prepaid rentals and prepaid payments for the Property, together with any and all accrued interest thereon (collectively, "Rent") shall be prorated on the basis that Buyer shall receive a credit for all Rent which Seller has actually received before the Closing which is allocable to the period after the Closing. Buyer shall be obligated to use reasonable efforts to pursue for the benefit of Seller the collection of Rent not received as of the Closing which is allocable to the period prior to the Closing. Buyer shall also cooperate with Seller in Seller's efforts to collect such Rent. Seller shall be entitled to any such Rent collected after the Closing if and when received by either Buyer or Seller to the extent such payment specifically indicates that it is for a period prior to Closing; provided, however, as to Rent from self-pay private pay patients and residents only, whether or not designated as for a period prior to Closing, Buyer shall first be entitled to apply such rent to any post-closing current or delinquent Rent of such patients or residents and to deduct therefrom any reasonable third-party costs incurred by Buyer in collection thereof. (b) Real estate taxes and assessments shall be prorated as of the Closing on the basis of the most recent tax statement for the Property. (c) All utility charges, costs of maintenance, and other items of expense for the Property shall be prorated as of the Closing on the basis of schedules prepared by Seller for that purpose and reasonably approved by Buyer, with post-closing adjustments made between Seller and Buyer by cash payment upon demand to the party entitled thereto. (d) For purposes of calculating prorations under this Section 7.2, except as otherwise set forth herein, all items of income and expenses for the period prior to the Closing Date will be for the account of Seller, and all items of income and expense for the period on and after the Closing Date will be for the account of Buyer. (e) All other items customarily prorated as of the Closing Date in similar transactions shall be calculated by Escrow Holder on the basis of information obtained by Escrow Holder or provided by Seller or Buyer at the request of Escrow Holder, in accordance with Escrow Holder's normal policies and practices.

Prorated Items. The following prorations shall be made as of 12:01 a.m. on the day the Closing occurs on the basis of a 365-day year. At least five (5) business days prior to the Closing Date, Escrow Holder shall deliver to Seller and Buyer a tentative closing and proration schedule setting forth a preliminary determination of all closing costs described below and the following prorations: (a) Rentals, prepaid rentals and prepaid payments for the each Property, together with any and all accrued interest thereon (collectively, "Rent") shall be prorated on the basis that Buyer shall receive a credit for all Rent which Seller has actually received before the Closing which is allocable to the period after the Closing. Buyer shall be obligated to use reasonable efforts to pursue for the benefit of Seller the collection of Rent not received as of the Closing which is allocable to the period prior to the Closing. Buyer shall also cooperate with Seller in Seller's efforts to collect such Rent. Seller shall be entitled to any such Rent collected after the Closing if and when received by either Buyer or Seller to the extent such payment specifically indicates that it is for a period prior to Closing; provided, however, as to Rent from self-pay private pay patients and residents only, whether or not designated as for a period prior to Closing, Buyer shall first be entitled to apply such rent to any post-closing current or delinquent Rent of such patients or residents and to deduct therefrom any reasonable third-party costs incurred by Buyer in collection thereof. (b) Real estate taxes and assessments shall be prorated as of the Closing on the basis of the most recent tax statement for the Propertyeach . (c) All utility charges, costs of maintenance, and other items of expense for the each Property shall be prorated as of the Closing on the basis of schedules prepared by Seller for that purpose and reasonably approved by Buyer, with post-closing adjustments made between Seller and Buyer by cash payment upon demand to the party entitled thereto. (d) For purposes of calculating prorations under this Section 7.2, except as otherwise set forth herein, all items of income and expenses for the period prior to the Closing Date will be for the account of Seller, and all items of income and expense for the period on and after the Closing Date will be for the account of Buyer. (e) All other items customarily prorated as of the Closing Date in similar transactions shall be calculated by Escrow Holder on the basis of information obtained by Escrow Holder or provided by Seller or Buyer at the request of Escrow Holder, in accordance with Escrow Holder's normal policies and practices.

Prorated Items. The following prorations shall be made as of 12:01 a.m. on Rents from the day the Closing occurs on the basis of a 365-day year. At least five (5) business days prior to the Closing DateExisting Leases, Escrow Holder shall deliver to Seller real and Buyer a tentative closing personal property taxes and proration schedule setting forth a preliminary determination of all closing costs described below and the following prorations: (a) Rentals, prepaid rentals and prepaid payments for the Property, together with any and all accrued interest thereon (collectively, "Rent") shall be prorated on the basis that Buyer shall receive a credit for all Rent which Seller has actually received before the Closing which is allocable to the period after the Closing. Buyer shall be obligated to use reasonable efforts to pursue for the benefit of Seller the collection of Rent not received as of the Closing which is allocable to the period prior to the Closing. Buyer shall also cooperate with Seller in Seller's efforts to collect such Rent. Seller shall be entitled to any such Rent collected after the Closing if and when received by either Buyer or Seller assessments to the extent such payment specifically indicates that it is for a period prior payable by the Property Sellers or Facility Owners pursuant to Closing; providedthe Existing Leases (“Taxes”), howeverand debt service (principal and interest payments) on the Existing Loans, as utilities and other operating expenses to Rent from self-pay private pay patients the extent payable by the Property Sellers or Facility Owners pursuant to the Existing Leases and residents onlyany other income, whether cost or not designated as for a period prior expense to Closing, Buyer shall first be entitled to apply such rent to Property Seller or any post-closing current or delinquent Rent of such patients or residents and to deduct therefrom any reasonable third-party costs incurred by Buyer in collection thereof. Facility Owner (b“Operating Expenses”) Real estate taxes and assessments shall will be prorated as of midnight of the Closing day preceding Closing. Real and personal property taxes and assessments will be prorated on the basis of the most recent tax statement statements available as of Closing. Notwithstanding the foregoing, (a) any Operating Expenses or other income and expense of operating and managing the Facilities paid or payable by the Existing Tenant pursuant to the Existing Leases shall not be prorated between Purchaser and Seller but shall be prorated between Purchaser and Existing Tenant as contemplated by the Landlord Direction and Operating Transfer Agreement; (b) in addition to the purchase price, Purchaser shall pay the applicable Seller for the Property. full amount of any escrows or other amounts on deposit in connection with the Existing Loans assumed at Closing which escrows or other amounts will be held for the benefit of Purchaser or the Facility Owners following the Closing; and (c) All utility chargesexcept as provided in the foregoing subsection (b), costs all cash in all accounts of maintenance, Property Sellers and other items of expense for the Property shall be prorated Facility Owners as of midnight of the Closing on the basis of schedules prepared by Seller for that purpose and reasonably approved by Buyer, with post-closing adjustments made between Seller and Buyer by cash payment upon demand to the party entitled thereto. (d) For purposes of calculating prorations under this Section 7.2, except as otherwise set forth herein, all items of income and expenses for the period prior to day before the Closing Date will shall not be for prorated, shall remain the account of Seller, and all items of income and expense for the period on and after the Closing Date will be for the account of Buyer. (e) All other items customarily prorated as property of the Closing Date in similar transactions applicable Property Sellers and Facility Owners and shall be calculated by Escrow Holder on distributed to the basis of information obtained by Escrow Holder Property Sellers and Facility Owners before or provided by Seller or Buyer at the request of Escrow Holder, in accordance with Escrow Holder's normal policies and practicesafter Closing.

Prorated Items. The following prorations shall Any property taxes, other taxes, or other Excluded Liabilities that cannot be made determined definitively as of 12:01 a.m. on the day the Closing occurs on the basis of a 365-day year. At least five (5) business days prior to the Closing Date, Escrow Holder shall deliver to Seller and Buyer a tentative closing and proration schedule setting forth a preliminary determination of all closing costs described below and whether because the following prorations: (a) Rentals, prepaid rentals and prepaid payments Company has not received property tax statements for the Property, together with any and all accrued interest thereon year in which the Closing occurs or otherwise (collectively, "Rent") shall “Prorated Items”), will be prorated on the basis that Buyer shall receive a credit paid by Sellers (who will bear responsibility for all Rent which Seller has actually received before property taxes, other taxes, and other Excluded Liabilities that have accrued to and including the Closing which is allocable to the period after the Closing. Buyer shall be obligated to use reasonable efforts to pursue for Date, and receive the benefit of Seller the collection of Rent all prepayments (including but not received as of limited to insurance premiums) and revenue items that have accrued up to and including the Closing Date) and the Company (which is allocable to will bear responsibility for all property taxes, other taxes, or other items that, but for the period prior to the Closing. Buyer shall also cooperate with Seller in Seller's efforts to collect such Rent. Seller shall be entitled to any such Rent collected assumption thereof by Sellers, accrue after the Closing if and when received by either Buyer or Seller to the extent such payment specifically indicates that it is for a period prior to Closing; provided, however, as to Rent from self-pay private pay patients and residents only, whether or not designated as for a period prior to Closing, Buyer shall first be entitled to apply such rent to any post-closing current or delinquent Rent of such patients or residents and to deduct therefrom any reasonable third-party costs incurred by Buyer in collection thereof. (b) Real estate taxes and assessments shall be prorated as of the Closing on the basis of the most recent tax statement for the Property. (c) All utility charges, costs of maintenanceDate, and other receive the benefit of all revenue items of expense for the Property shall be prorated as of the Closing on the basis of schedules prepared by Seller for that purpose and reasonably approved by Buyer, with post-closing adjustments made between Seller and Buyer by cash payment upon demand to the party entitled thereto. (d) For purposes of calculating prorations under this Section 7.2, except as otherwise set forth herein, all items of income and expenses for the period prior to the Closing Date will be for the account of Seller, and all items of income and expense for the period on and have accrued after the Closing Date Date). With respect to such Prorated Items, on or promptly following the Closing Date, Sellers and Buyer, in good faith, will estimate the amount of any such Prorated Items that cannot be for the account of Buyer. (e) All other items customarily prorated determined definitively as of the Closing Date (the “Closing Date Estimate of Prorated Items”), and Sellers will assume and pay such estimated Prorated Items if the Prorated Items are in similar transactions shall favor of Buyer, and Buyer will pay such estimated Prorated Items if the Prorated Items are in favor of Sellers. If the completion of a definitive determination of such Prorated Items after the Closing Date results in the necessity for an adjustment, an adjustment will be calculated made by Escrow Holder Sellers and Buyers. If it is determined that, based on the basis Closing Date Estimate of information obtained Prorated Items, Sellers overpaid for such estimated Prorated Items, Buyer promptly will pay to Sellers the amount of such overpayment in cash, by Escrow Holder or provided by Seller or Buyer at the request of Escrow Holder, wire transfer in accordance with Escrow Holder's normal policies the recipient’s instructions; but if it is determined that, based on the Closing Date Estimate of Prorated Items, Sellers underpaid for such estimated Prorated Items, Sellers promptly will pay to Buyer the amount of such underpayment in cash, by wire transfer in accordance with the recipient’s instructions. For purposes of making the definitive determination of the respective obligations of Buyer and practicesSellers with respect to the Prorated Items, within thirty (30) days following the date on which such definitive determination can be made, whether because of the receipt of the final property tax statement for the year in which the Closing occurs or otherwise, Buyer and Sellers, mutually and in good faith, will make the determination; and within fifteen (15) days following the date of such determination, Buyer will pay to Sellers, in cash, the amount of any overpayment made by Sellers, if that is the result of the determination, or Sellers will pay to the Buyer, in cash, the amount of any underpayment made by Sellers, if that is the result of the determination. In the event that ▇▇▇▇▇ and Sellers are unable to reach a mutually acceptable definitive determination with respect to the Prorated Items within the 30-day period contemplated by this Section 2.3(d), the parties will attempt to resolve their dispute in accordance with the dispute resolution procedures set forth in Section 18.13.

Prorated Items. The following prorations Revenues and expenses shall be made prorated as follows: (a) Any rental or other income of the Properties which is payable for periods 30 days or less prior to the Closing Date but which, as of 12:01 a.m. on the day the Closing occurs on Date, has not been received by the basis Company, shall be credited and distributed, post closing, among the members of a 365-day year. At least five the Company in accordance with the terms of the LLC Agreement and pursuant to Sections 5.2.2 and 5.2.3 above; provided, however, that such rental or other income if it is due from tenants or other parties who also owe the Company amounts for periods more than thirty (530) business days prior to the Closing Date, Escrow Holder Date shall deliver become property of Buyer if and when such funds are collected. Any rental or other income of the Properties which is payable for periods more than thirty (30) days prior to Seller and Buyer a tentative closing and proration schedule setting forth a preliminary determination of all closing costs described below and the following prorations: (a) Rentals, prepaid rentals and prepaid payments for the Property, together with any and all accrued interest thereon (collectively, "Rent") shall be prorated on the basis that Buyer shall receive a credit for all Rent which Seller has actually received before the Closing which is allocable to the period after the Closing. Buyer shall be obligated to use reasonable efforts to pursue for the benefit of Seller the collection of Rent not received Date but which, as of the date of the Final Closing which is allocable Statement as described in Section 5.2.3 above, have not been received by the Company shall not be credited to or distributed among the members of the Company in accordance with the terms of the LLC Agreement, but shall be credited to the period prior interest of the Buyer if and when such is collected. Any rental or other income of the Properties previously collected by the Company which represents payments attributable to the Closing. Buyer shall also cooperate with Seller in Seller's efforts to collect such Rent. Seller shall be entitled to any such Rent collected use of part or all of the Properties on or after the Closing if and when received by either Buyer or Seller Date shall be credited to the extent such payment specifically indicates that it is for a period prior to Closing; provided, however, as to Rent from self-pay private pay patients and residents only, whether or not designated as for a period prior to Closing, Buyer shall first be entitled to apply such rent to any post-closing current or delinquent Rent of such patients or residents and to deduct therefrom any reasonable third-party costs incurred by Buyer in collection thereofBuyer. (b) Real estate taxes and assessments shall be prorated as of the Closing (estimated on the basis of the most recent tax statement for the PropertyProperties), paid by the Company and allocated among the Members in accordance with their Percentage Interests. Real estate tax refunds received prior to Closing shall be allocated among the Members in accordance with their Percentage Interests. Real estate tax refunds settled with the taxing authority(ies) for the Bethpage and Hempstead Properties for periods prior to the Closing Date but which have not been received by the Company as of the Closing Date (the parties hereto acknowledge and agree that there is an agreed settlement on Bethpage for $629,000) shall be credited to Buyer and Seller in accordance with their original Membership Interests in the Company (80% to Seller and 20% to Buyer), net of expenses incurred in connection therewith. Any real estate tax refunds for the Hempstead and Great Neck Properties for periods prior to the Closing Date but which are received by the Company by December 1, 2005 shall be paid to Buyer and Seller in accordance with their original Membership Interests (80% to Seller and 20% to Buyer), in the Company, net of expenses incurred in connection therewith within ten (10) days of the date of their receipt. If the tax refund for the Hempstead Property is settled prior to the Closing Date, and credited as set forth above, the Company and Buyer shall have no further obligation to credit or distribute tax refunds for any of the other Properties to the Seller following the Closing Date. Buyer agrees to pursue settlements and to prosecute all tax certiorari claims with all diligence in an effort to receive all such refunds as soon as practicable. (c) All utility charges, costs rental payments made by the Company under any ground leases for any of maintenance, the Properties shall be prorated as of Closing Date. (d) Utility charges and other items of expense expenses for the Property Properties shall be prorated as of the Closing on the basis of schedules prepared by Seller for that purpose and reasonably approved by Buyer, with post-closing adjustments made between Seller and Buyer by cash payment upon demand to the party entitled theretoClosing. (d) For purposes of calculating prorations under this Section 7.2, except as otherwise set forth herein, all items of income and expenses for the period prior to the Closing Date will be for the account of Seller, and all items of income and expense for the period on and after the Closing Date will be for the account of Buyer. (e) All other items customarily prorated as of the Closing Date in similar transactions shall be calculated by Escrow Holder on the basis of information obtained by Escrow Holder or provided by Seller or Buyer at the request of Escrow Holder, in accordance with Escrow Holder's normal policies and practices.

Prorated Items. The following prorations shall be made as of 12:01 a.m. on the day the Closing occurs on the basis of a 365-day year. At least five (5) business days prior to the Closing Date, Escrow Holder shall deliver to Seller and Buyer a tentative closing and proration schedule setting forth a preliminary determination of all closing costs described below and the following prorations:: 27 (a) Rentals, prepaid rentals and prepaid payments for the each Owned and Leased Property, and such payments on any approved sublease of a Leased Property, together with any and all accrued interest thereon (collectively, "Rent") shall be prorated on the basis that Buyer shall receive a credit for all Rent which Seller has actually received before the Closing which is allocable to the period after the Closing. Buyer shall be obligated to use reasonable efforts to pursue for the benefit of Seller the collection of Rent not received as of the Closing which is allocable to the period prior to the Closing. Buyer shall also cooperate with Seller in Seller's efforts to collect such Rent. Seller shall be entitled to any such Rent collected after the Closing if and when received by either Buyer or Seller to the extent such payment specifically indicates that it is for a period prior to Closing; provided, however, as to Rent from self-pay private pay patients and residents only, whether or not designated as for a period prior to Closing, Buyer shall first be entitled to apply such rent to any post-closing current or delinquent Rent of such patients or residents and to deduct therefrom any reasonable third-party costs incurred by Buyer in collection thereof. (b) Rents owing by Seller under any Lease Agreement for a Leased Property shall be prorated as of the Closing Date; provided however, rent owed by Seller for the Leased Property known as Willow Glen ▇▇▇▇▇ ▇▇▇l be prorated on the basis of a rent statement mutually approved by Buyer and Seller. (c) All Medicare reimbursements, payor reimbursements, provider payments and other accounts receivable relating to the period prior to the Closing shall belong to Seller. Buyer shall assist Seller in the billing and collection of such reimbursements, payments and receivables, and shall promptly remit to Seller any funds collected or received for the account of Seller including a copy of the remittance advice, if any. Such assistance shall include, if necessary, providing copies of records requested by governmental agencies or other payors and meeting with such agencies and payors. Seller shall reimburse Buyer for any reasonable third party costs incurred by Buyer in connection with providing such assistance. (d) Real estate taxes and assessments shall be prorated as of the Closing on the basis of the most recent tax statement for the each Owned and Leased Property. (ce) All utility charges, costs of maintenance, and other items of expense for the each Owned and Leased Property shall be prorated as of the Closing on the basis of schedules prepared by Seller for that purpose and reasonably approved by Buyer, with post-closing adjustments made between Seller and Buyer by cash payment upon demand to the party entitled thereto. (df) The management fee under the Management Agreement for each Managed Property shall be prorated as of the Closing. (g) For purposes of calculating prorations under this Section 7.2, except as otherwise set forth herein, all items of income and expenses for the period prior to the Closing Date will be for the account of Seller, and all items of income and expense for the period on and after the Closing Date will be for the account of Buyer. (eh) All other items customarily prorated as of the Closing Date in similar transactions shall be calculated by Escrow Holder on the basis of information obtained by Escrow Holder or provided by Seller or Buyer at the request of Escrow Holder, in accordance with Escrow Holder's normal policies and practices.

Prorated Items. 2.5.1 At Closing, the parties shall calculate the proration (as of the Effective Time) of: rents, CAM charges, utilities (if applicable), state, and local real and personal property taxes for the Restaurants, syrup refunds or rebates, other vendor rebates, and other expenses or payables that relate to both pre‑Closing and post‑Closing periods with respect to the Assets, Assumed Liabilities, or the operation of the Business incurred in the Ordinary Course of Business, including but not limited to any payables with the providers of goods and services listed on Exhibit 2.5. In addition, Seller shall receive a credit at Closing for the amount of agreed upon food or beverage products ordered by Seller on or prior to the Effective Time and which are to be delivered to the Restaurants after the Effective Time. 2.5.2 The following prorations items that are prorated under Section 2.5.1 shall be made as of 12:01 a.m. on payable in the day manner set forth below: (a) If a prorated amount is payable by Buyer, and determinable or estimable at the Closing occurs on Closing, it shall be added to the basis of amount payable by Buyer at the Closing. (b) If a 365-day year. At least prorated amount is payable by Buyer, and not determinable or estimable at the Closing, it shall be billed by Seller when determinable and paid by Buyer to Seller in immediately available funds, within five (5) business days prior to the Closing Date, Escrow Holder shall deliver to Seller and Buyer a tentative closing and proration schedule setting forth a preliminary determination of all closing costs described below and the following prorations: (a) Rentals, prepaid rentals and prepaid payments for the Property, together with any and all accrued interest thereon (collectively, "Rent") shall be prorated on the basis that Buyer shall receive a credit for all Rent which Seller has actually received before the Closing which is allocable to the period after the Closing. Buyer shall be obligated to use reasonable efforts to pursue for date the benefit of Seller the collection of Rent not received as of the Closing which amount is allocable to the period prior to the Closing. Buyer shall also cooperate with Seller in Seller's efforts to collect such Rent. Seller shall be entitled to any such Rent collected after the Closing if and when received by either Buyer or Seller to the extent such payment specifically indicates that it is for a period prior to Closing; provided, however, as to Rent from self-pay private pay patients and residents only, whether or not designated as for a period prior to Closing, Buyer shall first be entitled to apply such rent to any post-closing current or delinquent Rent of such patients or residents and to deduct therefrom any reasonable third-party costs incurred by Buyer in collection thereof. (b) Real estate taxes and assessments shall be prorated as of the Closing on the basis of the most recent tax statement for the Propertydetermined. (c) All utility chargesIf a prorated amount is payable by Seller and determinable or estimable at the Closing, costs of maintenance, and other items of expense for the Property it shall be prorated as of deducted from the Closing on amount otherwise payable by Buyer at the basis of schedules prepared by Seller for that purpose and reasonably approved by Buyer, with post-closing adjustments made between Seller and Buyer by cash payment upon demand to the party entitled theretoClosing. (d) For purposes of calculating prorations under this Section 7.2If a prorated amount is payable by Seller and not determinable or estimable at the Closing, except as otherwise set forth hereinit shall be billed by Buyer when determinable and paid by Seller to Buyer in immediately available funds, all items of income and expenses for within five (5) business days after the period prior to date the Closing Date will be for the account of Seller, and all items of income and expense for the period on and amount is determined. 2.5.3 Not later than ninety (90) days after the Closing Date will be (or such earlier period of time as such final proration amounts shall become available), Buyer shall prepare and deliver to Seller the underlying written documentation and final prorations schedule (“Final Prorations Schedule”) which shall set forth in reasonable detail any adjustments to the parties’ closing estimates of those amounts as well as any other amounts that should have been properly prorated pursuant to Section 2.5.1, together with all supporting computations of such amounts in reasonable detail and written instructions for the payment of any amounts for the benefit of Buyer or Seller, as the case may be, as a result of the adjustments set forth in the Final Prorations Schedule. The Final Prorations Schedule shall become final and binding upon the parties unless Seller object to any matter set forth therein within twenty (20) business days after delivery of the Final Prorations Schedule and all documentation necessary for Seller to confirm the accuracy of the Final Prorations Schedule. Buyer shall furnish or cause to be furnished to Seller such work papers and other documents and information relating to determination of the Final Prorations Schedule as the Seller reasonably required to determine the validity of the Final Prorations Schedule. Subject to any timely disputes made pursuant to the previous provisions, any payment required to be made as a result of the Final Prorations Schedule shall be made by wire transfer of immediately available funds to a bank account designated by Buyer or Seller, as the case may be, within three (3) business days after the date the Final Prorations Schedule becomes final and binding on the parties. In the event Seller object to the Final Prorations Schedule, and if Seller and Buyer fail to resolve the issues outstanding with respect to the Final Prorations Schedule within thirty (30) days of Buyer's receipt of Seller’ objection notice, Seller and Buyer shall submit the issues remaining in dispute to an independent public accountant agreed to by the Buyer and Seller, if one cannot be agreed upon then the independent firm shall be Wolff & ▇▇▇▇▇r, ▇. ▇., St. Louis, MO office (ethe "Independent Accountants") All for resolution. If issues are submitted to the Independent Accountants for resolution, (i) Seller and Buyer shall furnish or cause to be furnished to the Independent Accountants such work papers and other items customarily prorated documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Buyer within sixty (60) days of the Closing Date submission to the Independent Accountants of the issues remaining in similar transactions dispute, shall be calculated by Escrow Holder final, binding and conclusive on the basis parties and shall be used in the calculation of information obtained by Escrow Holder or provided by the Final Prorations Schedule; and (iii) Seller or and Buyer at will each bear fifty percent (50%) of the request fees and costs of Escrow Holder, in accordance with Escrow Holder's normal policies and practicesthe Independent Accountants for such determination.