Prorations and Utilities Sample Clauses
The "Prorations and Utilities" clause defines how certain recurring costs, such as property taxes, utility bills, and other ongoing expenses, are divided between the buyer and seller in a real estate transaction. Typically, this clause specifies that these costs will be calculated on a daily basis and apportioned so that each party pays only for the period during which they own the property. For example, if the closing occurs mid-month, the seller pays for utilities up to the closing date, and the buyer is responsible thereafter. This clause ensures a fair allocation of expenses, preventing disputes over who is responsible for payments that span the transfer of ownership.
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Prorations and Utilities. To the extent not otherwise accounted for or prorated under this Agreement, Buyer and Seller shall pro-rate (as of the Closing Date), to the extent applicable to the Purchased Assets, all real estate and personal property lease payments, real estate and personal property taxes, assessments and other similar charges against real estate and utility charges. If accurate allocations as to such matters cannot be made at the Closing because current bills are not obtainable, the Parties shall allocate such income or expense at the Closing on the best available information, subject to adjustment upon receipt of the final b▇▇▇ or other evidence of the applicable item of income or expense.
Prorations and Utilities. To the extent not included in the calculation of the Net Assets Adjustment Amount or otherwise prorated pursuant to this Agreement, at Closing, Purchaser and Sellers shall prorate (as of the Effective Time), to the extent applicable to the Assets, real estate and personal property lease payments, real estate and personal property Taxes, assessments and other similar charges against real estate, and utility charges. If accurate allocations as to such matters cannot be made at Closing because current bills are not obtainable, the Parties shall allocate such income or expense at Closing on the best available information, subject to adjustment after Closing upon receipt of the final ▇▇▇▇ or other evidence of the applicable item of income or expense. There shall be no proration of rents or other items between Purchaser and Sellers under any of the Real Property Leases, and Purchaser shall not be responsible for the security deposit, if any, deposited pursuant to any such leases nor shall any such security deposit be transferred to Purchaser.
Prorations and Utilities. To the extent not otherwise prorated pursuant to this Agreement, or as reflected in Net Working Capital on the Interim Balance Sheet or the Final Balance Sheet (provided that any category of proration reflected on the Interim Balance Sheet shall also be reflected on the Final Balance Sheet), Purchaser and Seller shall prorate (as of the Effective Time), if applicable, real estate and personal property lease payments, real estate and personal property taxes, assessments and other similar charges against real estate, plus all other income and expenses which are normally prorated upon the sale of assets of a going concern. As to power and utility charges, "final readings" as of the Closing Date shall be ordered from the utilities; the cost of obtaining such "final readings," if any, to be paid for equally by Seller and Purchaser.
Prorations and Utilities. Acquirer and Contributor shall prorate (as of the Closing Date) rent, real estate and personal property lease payments, real estate and personal property taxes, assessments and other similar charges against real estate, plus all other income and expenses which are normally prorated upon the sale of assets of a going concern. As to power and utility charges, "final readings" as of the Closing Date shall be ordered from the utilities, the cost of obtaining such "final readings," if any, to be paid for equally by Acquirer and Contributor. Such prorations shall be based on the actual number of days in the month or year as applicable. It is acknowledges that Contributor owns 50% of the Property and therefore is entitled to or obligated for 50% of all prorated amounts. The amount of the Consideration payable to the Contributor will be adjusted to give effect to these prorations.
Prorations and Utilities. To the extent not otherwise prorated pursuant to this Agreement, Purchaser and Seller shall prorate (as of the Effective Time), to the extent applicable to the Assets, real estate and personal property lease payments, real estate and personal property taxes, assessments and other similar charges against real estate, plus all other income and expenses which are normally prorated upon the sale of assets of a going concern.
Prorations and Utilities. To the extent not otherwise prorated pursuant to this Agreement, the Company and Seller (or RRM) shall prorate as of the Closing Date, any and all current real estate and personal property lease payments, charges against the Owned Real Property, power and utility charges and all other income and expenses that are normally prorated upon the sale of a going concern.
Prorations and Utilities. To the extent not otherwise prorated pursuant to this Agreement, Buyer and Seller shall prorate as of the Closing Date, any and all current real estate and personal property lease payments, charges against the real estate, power and utility charges and all other income and expenses that are normally prorated upon the sale of a going concern.
Prorations and Utilities. To the extent not otherwise prorated pursuant to this Agreement, or as reflected in Net Working Capital on the Interim Balance Sheet or the Final Balance Sheet, Purchaser and Seller shall prorate (as of the Effective Time), if applicable, current real estate and personal property lease payments, current real estate and personal property taxes, current assessments and other similar charges against real estate, plus all other income and expenses which are normally prorated upon the sale of assets of a going concern. As to power and utility charges, "final readings" as of the Closing Date shall be ordered from the utilities; the cost of obtaining such "final readings," if any to be paid for equally by Seller and Purchaser.
Prorations and Utilities. All items of income and expense listed below with respect to the Assets shall be prorated in accordance with the principles and the rules for the specific items set forth hereafter:
(a) In the event that as of the Closing Date the actual tax bills for the tax year or years in question are not available and the amount of taxes to be prorated as aforesaid cannot be ascertained, then rates, millages and assessed valuation of the previous year, with known changes, shall be used for proration of any lease expenses. The parties agree that if the real estate and personal property tax prorations are made based upon the taxes for the preceding tax period, the prorations shall be re-prorated after the Closing. As to power and utility charges, “final readings” as of the Closing Date shall be ordered from the utilities; the cost of obtaining such “final readings,” if any, shall be paid by Sellers.
(b) All prorations and payments to be made under the foregoing provisions shall be agreed upon by OpCo Buyer and Sellers prior to the Closing and shall be binding upon the parties. In the event any proration, apportionment or computation shall prove to be incorrect for any reason, then either the applicable Seller or OpCo Buyer shall be entitled to an adjustment to correct the same, provided that said party makes written demand on the party from whom it is entitled to such adjustment within thirty (30) calendar days after the erroneous payment or computation was made, or such later time as may be required, in the exercise of due diligence, to obtain the necessary information for proration. This Section 1.6 shall survive Closing.
Prorations and Utilities. To the extent not included in the calculation of Net Assets or otherwise prorated pursuant to this Agreement, Purchaser and Shareholder shall prorate (as of the Effective Time), to the extent applicable to the Company, real estate and personal property lease payments, real estate and personal property taxes, assessments and other similar charges against real estate, and utility charges. If accurate allocations as to such matters cannot be made at Closing because current bills are not obtainable, the Parties shall allocate such income or expense at Closing on the best available information, subject to adjustment upon receipt of the final ▇▇▇▇ or other evidence of the applicable item of income or expense.