Common use of Prorations and Closing Expenses Clause in Contracts

Prorations and Closing Expenses. Prorations shall be made as of 11:59 p.m. the day prior to the Closing Date. (a) Buyer and Seller shall each pay one-half (1/2) of all real estate conveyance or transfer tax due and payable in connection with transfer of the Property by Seller contemplated by this Agreement. (b) Buyer shall pay the cost of recording the Deed. (c) Buyer shall pay the Title Company for any and all abstract charges, premiums and other costs and charges related to any title insurance that Buyer may seek to obtain. (d) At the Closing, Seller shall pay Buyer all rent and other sums theretofore received by or on behalf of Seller under the Leases, to the extent that the same relate to any period from and after the Closing Date, all such rent and other sums to be applied in the order in which the obligations to pay the same shall have accrued. If, as of the Closing Date, Seller shall not have received the full amount of any rent or other sums payable pursuant to any of the Leases attributable to periods prior to the Closing Date, then any payments that may be received after the Closing by Seller or Buyer from or on behalf of the obligor thereof shall be applied in the order in which the obligations to pay the same shall have accrued and shall be paid to Seller or Buyer, as applicable. (e) Real estate taxes shall be prorated on a per diem basis as of the Closing Date, Seller to pay all such taxes accruing through the day prior to Closing and Buyer to pay all such taxes thereafter. (f) Seller shall be responsible for any municipal claim or lien that has been filed against the Real Property prior to the date of this Agreement, and Buyer shall be responsible for any municipal claim or lien that may thereafter be filed against the Real Property. (g) Each operating expense (including any fee or charge under a service contract or the like) that may be paid by Seller and that shall be reasonably allocated in whole or in part to a period from and after the Closing shall be prorated per diem based upon the number of days in the period to which such operating expense shall apply that shall be prior to the Closing Date (which shall be allocated to Seller) and the number of days in such period on and after the Closing Date (which shall be allocated to Buyer), and assuming that all charges are incurred uniformly during such period. If actual bills for any such period shall be unavailable as of the Closing Date, then such proration shall be made on an estimated basis based upon the most recently issued bills, subject to readjustment upon receipt of actual bills. If Buyer shall assume any service or other contracts relating to the Closing, then Buyer shall indemnify, defend, and hold Seller harmless from and against any and all liability, damage, loss, cost and expense relating to any rights or obligations accruing from and after the Closing Date and any claims relating to any of the foregoing. (h) Seller shall be responsible for all utility service with respect to the Real Property prior to the Closing Date, and Buyer shall be responsible for all utility service from and after the Closing Date. Seller and Buyer shall cooperate with each other in order that that all accounts related to such service shall be in the name of Buyer from and after the Closing Date. (i) The terms of this Section shall survive the Closing.

Prorations and Closing Expenses. Prorations 10.1 The following items shall be made prorated as of 11:59 p.m. of the day prior immediately preceding the date of Closing (the "Adjustment Date"). To the extent that the amounts of the items to be prorated are ascertainable as of the date of Closing, they shall be prorated as of the Adjustment Date at Closing and an adjustment upward or downward, as the case may be, shall be made to the cash portion of the purchase price based on such prorations. To the extent that the amounts of the items to be adjusted are not reasonably ascertainable as of the date of Closing, they shall be adjusted as promptly after Closing Dateas the amounts thereof are ascertained, but in no event later than sixty (60) days thereafter, except with respect to real estate taxes not then ascertainable. (a) Buyer Water, sewer, fire protection inspection services, electric, telephone and Seller shall each pay one-half (1/2) of all real estate conveyance or transfer tax due and payable in connection with transfer of the Property by Seller contemplated by this Agreementother utility charges. (b) Buyer shall pay the cost of recording the DeedPrepaid assignable license and permit fees. (c) Buyer shall pay the Title Company for any Prepaid rents from tenants (including tax and all abstract charges, premiums and other costs and charges related to any title insurance that Buyer may seek to obtainsimilar escalations). (d) At the Closing, Seller shall pay Buyer all rent and other sums theretofore received by or on behalf of Seller under the Leases, to the extent that the same relate to any period from and after the Closing Date, all such rent and other sums to be applied in the order in which the obligations to pay the same shall have accrued. If, as of the Closing Date, Seller shall not have received the full amount of any rent Unused tenant decorating or other sums payable pursuant allowances specifically granted to any of the tenants whose Tenant Leases attributable to periods have commenced prior to the Closing Datedate. (e) Rent under the Ground Leases. (f) Minimum or basic rents received prior to the date of Closing shall be prorated. In the event that on the date of Closing, then any payments that may be received tenant is in arrears in the payment of minimum or basic rent ("Base Rents") or for utility, common area, merchant association, realty taxes, operating expenses or similar charges (collectively, the "Additional Rent"), the first amounts collected after the Closing by Seller or Buyer from or on behalf of the obligor thereof such tenant shall be applied in the following order of priority: (i) first, to the amounts due for the month in which the obligations Closing occurred, (ii) second, to pay the amounts then due for the period after the month in which the Closing occurred, and (iii) third, to the amounts due for the period before the month in which the Closing occurred. The applicable Seller may seek during the first sixty (60) days after the Closing to collect such delinquent Base Rents and/or Additional Rent through all lawful means available to such Seller except that such Seller may not initiate or continue any action or proceeding against any such tenant. With respect to any amounts collected by the applicable Seller during the first sixty (60) days after the Closing pursuant to the preceding sentence, such amounts shall be applied in the following order of priority: (i) first, to the amounts due for the month in which the Closing occurred, (ii) second, to the amounts due for the period before the month in which the Closing occurred, and (iii) third, to the amounts then due for the period after the month in which the Closing occurred. Any such amounts not collected by Buyer or such Seller during such sixty (60) day period shall belong to Buyer if as and when received. Buyer shall disclose to any tenant who inquires that Base Rents and Additional Rent collected during the first sixty (60) days after the Closing shall belong to the applicable Seller. Promissory notes delivered by all tenants of a Property who are listed on Exhibit "F" attached hereto to the applicable Seller (or its predecessor) shall also be assigned to Buyer. Percentage rents shall be apportioned based upon when the sales giving rise to the same shall have accrued and shall be paid to Seller or Buyeroccurred, rather than as applicableif such sales were distributed proportionately throughout the year. (eg) Real estate taxes shall be prorated on a per diem basis as of the Closing Date, Seller to pay all such taxes accruing through the day prior to Closing and Buyer to pay all such taxes thereafter. (f) Seller shall be responsible for any municipal claim or lien that has been filed against the Real Property Additional Rent received prior to the date of this Agreement, and Buyer shall be responsible for any municipal claim or lien that may thereafter be filed against the Real Property. (g) Each operating expense (including any fee or charge under a service contract or the like) that may be paid by Seller and that shall be reasonably allocated in whole or in part Closing which relate to a period from and after beyond the Closing shall be prorated per diem based upon credited to Buyer. Sellers shall perform the number 2000 reconciliations of days in actual expenses to estimated expenses prior to February 15, 2001 and the period to which such operating expense shall apply that applicable Seller shall be entitled to any amounts received as a result of such 2000 reconciliations prior to the Closing Date (which and shall be allocated liable for any portion of any overcharges payable to Seller) tenants of the applicable Property. Buyer shall perform the 2001 reconciliations of actual expenses to estimated expenses and the number applicable Seller shall not be entitled to any portion of days in the amounts payable as a result of such period on 2001 reconciliations and after the Closing Date (which shall not be allocated to Buyer), and assuming that all charges are incurred uniformly during such period. If actual bills liable for any such period shall be unavailable as portion of the Closing Date, then such proration shall be made on an estimated basis based upon the most recently issued bills, subject any overcharges payable to readjustment upon receipt of actual bills. If Buyer shall assume any service or other contracts relating to the Closing, then Buyer shall indemnify, defend, and hold Seller harmless from and against any and all liability, damage, loss, cost and expense relating to any rights or obligations accruing from and after the Closing Date and any claims relating to any of the foregoingtenants. (h) Seller Current real estate taxes and any other amounts, including incineration charges, the nonpayment of which could become a lien against a Property, the apportionment of which shall be responsible for all utility service with respect based on the fiscal period assessed. If any such charges have not been paid as of the Closing but are payable by tenants, when such charges are paid by the tenant, Buyer will remit to the Real Property prior applicable Seller any amounts paid to the Closing Date, and Buyer shall be responsible for all utility service from and after the Closing Date. Seller and Buyer shall cooperate with each other in order that that all accounts related pursuant to such service shall be in the name of Buyer from and after the Closing Date. (i) The terms of this Section shall survive the Closing.10.1(h)