Prorations at Closing Sample Clauses
The "Prorations at Closing" clause defines how certain costs and expenses related to a property are divided between the buyer and seller as of the closing date. Typically, items such as property taxes, utilities, rents, and association fees are apportioned so that each party pays only for the period they own the property. For example, if property taxes are paid annually but the sale occurs mid-year, the seller would reimburse the buyer for the portion of taxes covering their period of ownership. This clause ensures a fair and accurate allocation of ongoing expenses, preventing disputes and clarifying financial responsibilities at the time of transfer.
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Prorations at Closing. All compensation (including vacation and sick pay accruals, as applicable), payroll and withholding taxes relating to the Seller's employees, including wages accrued but unpaid for the current payroll period (determined as of the Closing Date) shall be paid by the Buyer when due and shall be treated as an Assumed Obligation; provided, however, that Seller will pay the entire payroll for the period ending August 31, 2004. Seller will also pay all bills for ordinary accounts payable received prior to the Effective Time, and Buyer will pay all bills for ordinary accounts payable received after the Effective Time, not to exceed $10,000 in the aggregate, plus the Assumed Obligations. All other operating expenses and liabilities relating to the ownership and operation of the Purchased Assets attributable to the period ending at the Effective Time that are not Assumed Obligations shall be paid by the Seller as they fall due. The Assumed Obligations and all operating and other expenses relating to the ownership and operation of the Purchased Assets attributable to periods commencing on and after the Effective Time shall be the sole responsibility of the Buyer.
Prorations at Closing. All items of income, expense, charges, fees and costs covered by this Agreement, to the extent earned, incurred or accrued for a period that starts before and ends after the Closing Date, shall be pro-rated as of the Closing Date with Sellers receiving or responsible for the pro-rated amount for the period before the Closing Date and Buyer receiving or responsible for the pro-rated amount from and after the Closing Date. Such pro-rated amounts shall be determined at Closing or, if it is not possible to calculate them at that time because of insufficient information, promptly after such information becomes available. To the extent that either party requests a post-closing reconciliation of pro-rations at Closing, such reconciliation shall be made within 45 days after Closing.
Prorations at Closing. All property taxes, assessments, and community association fees shall be prorated as of the Closing Date.
Prorations at Closing. A. All real property taxes, if not exclusively imposed on either the Buyer or the Seller, shall be prorated to the date of Closing.
B. The interest on any assessments secured by the Property shall be prorated to the date of Closing.
C. The principal balance of any assessments secured by the Property that are Permitted Exceptions shall be assumed by Buyer, without credit to the Purchase Price, at Closing.
D. The principal balance of any assessments secured by the Property that are not Permitted Exceptions shall be paid by Seller on or before Closing.
E. All tax liens against Seller encumbering the Property shall be paid by Seller on or before Closing.
Prorations at Closing. Any and all real property Taxes, personal property taxes, assessments, lease rentals, and other charges applicable to the Leased Premises, the Purchased Assets or the Assumed Liabilities will be prorated to the Effective Date, and such Taxes and other charges shall be allocated between the Parties by adjustment at the Closing, or as soon thereafter as the Parties may agree.
Prorations at Closing. All prorations under this Section 10 shall (i) be made as of 12:01 a.m. on the Closing Date (the “Proration Cutoff”), and (ii) be made on the basis of the actual number of days in the appropriate proration periods. The following items shall be credited to the parties or shall be prorated by the parties as of the Closing Date, as applicable, with the Waisterisk Project Entities (as constituted prior to the Closing Date) (the “Pre-Closing Project Entities”) responsible for expenses and entitled to revenues accruing prior to the Proration Cutoff, and the Waisterisk Project Entities (as existing from and after the Closing Date) (the “Post-Closing Project Entities”) responsible for expenses and entitled to revenues accruing after the Proration Cutoff:
(a) Escrow Holder shall prorate the real estate taxes with respect to the Properties (including, without limitation, in the case of the California Properties, any supplemental taxes that may be assessed against the Properties pursuant to California Revenue and Taxation Code Section 75 et seq. (collectively, “Supplemental Taxes”)) for the tax year applicable to each Property as of the Proration Cutoff based upon the most current real estate tax information available. If and to the extent there exists any special assessments which encumber any Property, the Post-Closing Project Entities shall pay any and all future installments of such bonds or assessment liens affecting the Properties which accrue from and after the Proration Cutoff. Any bond payments or assessment liens payable for the current period shall be prorated in accordance with this Section 10. The Waisterisk Sellers shall have no obligation to pay the entire principal amount of any of such assessments or bonds.
(b) Collected rents and other collected revenues under the Leases, including base or fixed monthly and other periodic rentals, additional rentals, percentage rentals, escalation rentals, common area maintenance or other operating cost pass-throughs, merchants’ associations contributions and tenant improvement allowance reimbursements (collectively “Rents”) shall be prorated based on the Proration Schedule (as hereinafter defined) delivered to the Escrow Holder. If the Waisterisk Sellers collect any Rents after the Closing which are attributable to any period of time from and after the Close of Escrow, the Waisterisk Sellers shall promptly remit such Rents as directed by the TAR Purchasers. If the TAR Purchasers collect any Rents after the Close of...
Prorations at Closing. The Parties agree that (i) Seller shall provide Purchaser a credit against the Purchase Price in an amount equal to any rent received by Seller under the Leases related solely to time periods from and after Closing and (ii) Purchaser shall provide Seller with a credit for any rent which should have been received by Seller under the Leases related solely to time periods up to the Closing. The Parties agree that expenses, such as utility expenses serving the Property shall be prorated such that Seller receives rent and is responsible for all such expenses related to periods prior to Closing, and Purchaser receives rent and is responsible for such services provided on and after Closing.
Prorations at Closing. All operating expenses and liabilities relating to the ownership and operation of the Purchased Assets attributable to the period ending at the Effective Time that are not Assumed Obligations shall be paid by the Seller as they fall due.
Prorations at Closing. Real estate taxes for the current year, rentals and insurance premiums (acceptable to BUYER), interest on encumbrances, and operating expenses (for service contracts or other obligations assumed by BUYER), if any, shall be prorated as of the date of closing.
Prorations at Closing.
(a) At Closing, any and all amounts owing for utilities, rents, service contracts and leases (to the extent the same are assignable), and all other customary items of income or expense related to the Real Property and Personal Property, will be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same prior to the Closing Date and Purchaser being charged and credited for all of same on and after the Closing Date. All such Closing prorations are final and not adjustable.
(b) From and after Closing, Purchaser will be solely responsible for payment of all unpaid taxes and assessments affecting the Real Property and Personal Property, whether known or unknown, current or delinquent, including, without limitation, any assessments, reassessments, interest, penalties, court costs, attorney fees and other costs that are or may become due because of (i) the transfer of the Property, (ii) a subsequent change in the use of the Property (e.g., “rollback taxes”) , or (iii) an omission or other mistake in assessment. Purchaser hereby agrees to pay all such taxes and costs and Purchaser will indemnify and save Seller harmless from and against all claims and liability for such taxes.
(c) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under leases covering the Property. Seller will have no responsibility for tenant security deposits not actually held by Seller at Closing. Seller will be credited at Closing with the amount of any and all other deposits held by third parties with respect to the Property.