Common use of Prorations and Closing Costs Clause in Contracts

Prorations and Closing Costs. (a) Real estate and personal property taxes, utilities and all other proratable items shall remain the responsibility of Seller pursuant to the Buyer-Seller Lease and all payments of the same that may be due and payable as of Closing shall remain Seller’s responsibility; provided, however, that solely for accounting purposes, all such proratable items paid by Seller upon Closing but attributable to amounts accruing on and after of 12:01 a.m. Pacific Time on the Closing Date shall be credited to S▇▇▇▇▇’s obligation to pay such expenses as the “tenant” under the Buyer-Seller Lease. (b) Seller shall pay (a) one-half (1/2) of Escrow Holder’s escrow fee, (b) the document-drafting and recording charges for the Deed, (c) all city and county documentary transfer taxes required by law, (d) the costs for all title insurance search fees and commitment fees, and all premiums for the Title Policy and costs of any curative endorsements to remove certain disapproved title matters thereto, and (e) the cost of any Seller’s Required Removal Items. Buyer shall pay (i) one-half (1/2) of Escrow Holder’s escrow fee, (ii) all document-drafting and recording charges for any loan documents for Buyer, (iii) the cost of all third party studies and reports obtained by Buyer in connection with B▇▇▇▇’s inspections and investigation, (iv) the cost for any Title Policy endorsements requested by B▇▇▇▇, and (v) any other costs customarily charged Buyers in the City of Carlsbad. All other closing costs shall be allocated as is customary in the City of Carlsbad. Except as expressly set forth otherwise in this Agreement, each Party shall pay its own legal fees.

Prorations and Closing Costs. 7.4.1 Buyer shall pay the following costs and expenses associated with the Purchase and Sale Transaction: (a) Real estate all premiums and personal property taxes, utilities charges of the Title Company for the Title Policy and all endorsements obtained by Buyer (including, without limitation, any endorsements required by Buyer’s lender), other proratable items shall remain than the responsibility of Seller pursuant premium allocable to the Buyer-Seller Lease and all payments issuance of the same that may be due and payable as a TLTA “standard” coverage owner’s policy of Closing shall remain Seller’s responsibility; providedtitle insurance, however, that solely for accounting purposes, all such proratable items paid by Seller upon Closing but attributable to amounts accruing on and after of 12:01 a.m. Pacific Time on the Closing Date shall be credited to S▇▇▇▇▇’s obligation to pay such expenses as the “tenant” under the Buyer-Seller Lease. (b) the cost of the Updated Survey, (c) all recording and filing charges in connection with the instrument by which Seller shall pay conveys the Property, (ad) one-half (1/2) of all escrow or closing charges of the Escrow Holder’s escrow feeAgent, (b) the document-drafting and recording charges for the Deed, (ce) all city and county documentary transfer taxes required by law, (d) the costs for all title insurance search fees and commitment fees, and all premiums for the Title Policy and costs of any curative endorsements to remove certain disapproved title matters theretoBuyer’s due diligence, including fees due its consultants and attorneys, and (eh) all lenders’ costs and fees related to any financing to be obtained by Buyer. Seller shall pay the following costs and expenses associated with the Purchase and Sale Transaction: (i) the cost premium allocable to the issuance of any a TLTA “standard” coverage owner’s policy of title insurance, (ii) the commission due Seller’s Required Removal Broker, (iii) costs and expenses associated with Mandatory Cure Items. Buyer shall pay , (iiv) one-half (1/2) of all escrow or closing charges of the Escrow Holder’s escrow fee, (ii) all document-drafting and recording charges for any loan documents for Buyer, (iii) the cost of all third party studies and reports obtained by Buyer in connection with B▇▇▇▇’s inspections and investigation, (iv) the cost for any Title Policy endorsements requested by B▇▇▇▇Agent, and (v) all fees due its attorneys. The obligations of the parties under this Section 7.4 shall survive the Closing (and not be merged therein) or any earlier termination of this Agreement. 7.4.2 All real and personal property taxes and assessments for the current year; all charges for fuel, water, sewer, electricity and other costs customarily charged Buyers in utilities furnished to the City Property and Improvements; all collected rents under the Leases and other collected revenue; and all charges payable under the Assumed Service Contracts or Approvals and all other operating expenses shall be prorated on and as of Carlsbadthe Closing Date. Buyer will receive the benefit of the proration of income and the burden of expenses on the day of Closing. The tax proration shall be based upon the prior year tax bills as issued by the applicable taxing authorities if the current tax bills have not yet been issued. If the current tax bills have been issued or the rates and assessed value for the tax year of Closing are otherwise known, then such actual rates and assessments shall be used to prorate taxes at Closing. If the current tax bills have not been issued or the rates and assessed value for the tax year of Closing are not otherwise known, and prior year tax bills form the basis for prorations as of Closing, then within fifteen (15) days of the issuance of the tax bills for the Closing tax year, either party may provide notice to the other party of the actual amounts assessed for the Closing tax year. Provided timely notice is given, Buyer and Seller agree to reprorate taxes after Closing based upon the actual tax bills for the Closing tax year, such obligation to survive Closing for one (1) year. All other closing costs refundable security deposits actually held by Seller under the Leases and not applied to tenant obligations under the Leases shall be allocated transferred or credited to Buyer at the Closing. Buyer shall be responsible for delivering all utility deposits (or the equivalent thereof) to each applicable utility company. Seller will obtain a refund of the utility deposits Seller delivered to each utility company directly from each utility company. Delinquent and uncollected rents under the Leases as is customary in of the City Closing Date shall not be prorated. After Closing, Buyer shall make a good faith effort to collect any rents or other revenues not collected as of Carlsbadthe Closing Date on Seller’s behalf and such delinquent rents received by Buyer after Closing that are attributable to the period prior to Closing shall be tendered to Seller upon receipt; provided, however, that all rents collected by Buyer on or after the Closing Date shall first be applied to all amounts due under the applicable Lease at the time of collection (i.e., current and delinquent rents and sums due Buyer as the current owner and landlord) with the balance (if any) payable to Seller, but only to the extent of amounts delinquent and actually due Seller. Except as expressly set forth otherwise in this AgreementBuyer shall not have the exclusive right to collect the sums due under the Leases or other revenue due Seller and Seller hereby retains its rights to pursue claims against any tenant under the Leases or other party for sums due with respect to periods prior to the Closing Date; provided, each Party however, that with respect to any legal proceedings against any tenant under a Lease, and Seller shall pay its own not be permitted to commence or pursue any legal feesproceedings against any tenant seeking eviction of such tenant or the termination of the underlying Lease.