Common use of Adjustments and Apportionments Clause in Contracts

Adjustments and Apportionments. (a) Seller and Acquiror acknowledge and agree that, as of each Closing Date, certain costs and expenses relating to the Acquired Real Property Assets being acquired by Acquiror on such Closing Date, including real estate Taxes, water meter and water charges, sewer rents, and debt service under the Assumed Mortgage Debt (all such costs and expenses, collectively, "Real Property Expenses"), (x) may have accrued during the period prior to such Closing Date (the "Pre-Closing Period") but will not be due and payable by the Seller or a Company until after such Closing Date (such accrued expenses, if any, that are unpaid as of each Closing Date being hereinafter referred to as "Accrued Expenses") or (y) will not accrue until the period on or after such Closing Date (each, a "Post-Closing Period") but have been paid by the Seller or a Company during the Pre-Closing Period (such unaccrued expenses, if any, that have been prepaid as the Closing Date being hereinafter referred to as "Prepaid Expenses"). The expenses described in this Section 2.04(a) shall be pro rated as of 12:01 am (New York time) on each Closing Date and apportioned (on the basis of a 365-day year) to (i) Seller with respect to the Pre-Closing Period and (ii) Acquiror with respect to the Post-Closing Period (it being acknowledged and agreed by Seller and Acquiror that each of the Net Tenants shall, pursuant to the terms of the respective Property Leases, be responsible for all Real Property Expenses relating to each of the Acquired Real Property Assets leased by such Net Tenant with respect to the Post-Closing Period, other than debt service relating to the Post-Closing Period under the Assumed Mortgage Debt, as set forth in the respective Property Leases).

Adjustments and Apportionments. (a) Seller Sellers and Acquiror Purchaser acknowledge and agree that, as of each the Closing Date, certain costs and expenses relating to the Acquired Real Property Assets being acquired owned or leased by Acquiror on such Closing Datethe Company or a Company Subsidiary, including real estate TaxesTaxes (if any), water meter and water charges, sewer rents, fuel and debt service other utility expenses, rent payable under the Assumed Mortgage Debt Cypress Village Ground Lease (all such costs and expenses, collectively, "Real Property ExpensesREAL PROPERTY EXPENSES"), (x) may have accrued during the period prior to such the Closing Date (the "PrePRE-Closing PeriodCLOSING PERIOD") but will not be due and payable by the Seller Company or a Company Subsidiary until after such the Closing Date (such accrued expenses, if any, that are unpaid as of each the Closing Date being hereinafter referred to as "Accrued ExpensesACCRUED EXPENSES") or (y) will not accrue until the period on or after such the Closing Date (each, a the "PostPOST-Closing PeriodCLOSING PERIOD") but have been paid by the Seller Company or a Company Subsidiary during the Pre-Closing Period (such unaccrued expenses, if any, that have been prepaid as the Closing Date being hereinafter referred to as "Prepaid ExpensesPREPAID EXPENSES"). The expenses described in this Section SECTION 2.04(a) shall be pro rated as of 12:01 am a.m. (New York time) on each the Closing Date and apportioned (on the basis of a 365-day year) to (i) Seller Sellers with respect to the Pre-Closing Period and (ii) Acquiror with respect to the Post-Closing Period (it being acknowledged and agreed by Seller and Acquiror that each of the Net Tenants shall, pursuant to the terms of the respective Property Leases, be responsible for all Real Property Expenses relating to each of the Acquired Real Property Assets leased by such Net Tenant Purchaser with respect to the Post-Closing Period, other than debt service relating to the Post-Closing Period provided that rents under the Assumed Mortgage Debt, Property Agreements shall be prorated as set forth in of 12:01 a.m. (New York time) on the respective Property Leases).Closing Date and apportioned (on the basis of a 365-day year) as follows:

Adjustments and Apportionments. (a) Seller and Acquiror the Buyer hereby acknowledge and agree that, as of each the Closing Date, : (i) certain costs and expenses relating to the Acquired Real Property Assets being acquired by Acquiror on such Closing DateAssets, including real estate Taxesincluding, water meter and water charges, sewer rents, and without limitation debt service under the Assumed Mortgage Property Debt (all such costs and expenses, collectively, "“Real Property Expenses"”), (xA) may have accrued during and be applicable for the period prior to such the Closing Date (the "“Pre-Closing Period"”) but will not be due and payable by the applicable Subsidiary of Seller or a Company until after such the Closing Date (such accrued expenses, if any, that are unpaid as of each the Closing Date being hereinafter referred to as "“Accrued Expenses"”) or (yB) will not accrue until until, or may be applicable for, the period on or after such the Closing Date (each, a "the “Post-Closing Period"”) but have been paid by the one or more Subsidiaries of Seller or a Company during the Pre-Closing Period (such unaccrued expenses, if any, that have been prepaid as the Closing Date being hereinafter referred to as "“Prepaid Expenses"”); (ii) certain income and revenue relating to the Real Property Assets, including rental income and any amounts paid by the applicable Subsidiary of Seller as a deposit, or to otherwise be held in escrow, to secure such Subsidiary’s obligations with respect to any Real Property Asset, (A) may have accrued during and be applicable for the Pre-Closing Period but will not be due and payable by such Subsidiary until after the Closing Date (such accrued income, revenue and deposits, if any, that are unpaid as of the Closing Date being hereinafter referred to as “Accrued Income”) or (B) will not accrue until, or may be applicable for, the Post-Closing Period but have been paid by one or more of such Subsidiaries during the Pre-Closing Period (such unaccrued income, revenue and deposits, if any, that has been prepaid as of the Closing Date being hereinafter referred to as “Prepaid Income”). The Subject to the Lease Documents and the other provisions herein contained, including, without limitation, Section 2.1(c), the expenses and income, revenue and deposits described in this Section 2.04(a2.2(a) shall be pro rated prorated as of 12:01 am a.m. (New York time) on each the Closing Date and apportioned (on the basis of a 365-day year) to (iA) Seller with respect to the Pre-Closing Period and (iiB) Acquiror the Buyer with respect to the Post-Closing Period (it being hereby further acknowledged and agreed by Seller and Acquiror the parties hereto that each of the Net Tenants shall, pursuant and subject to the terms of the respective Property Leases, be responsible for all Real Property Expenses relating to each of the Acquired Real Property Assets leased by such Net Tenant with respect to the Post-Closing Period, other than debt service relating to the Post-Closing Period under the Assumed Mortgage Property Debt, as set forth in the respective Property Leases). Notwithstanding the foregoing, to the extent a Tenant pursuant to the terms of a Property Lease shall be responsible for any costs or expenses contemplated to be adjusted for hereunder with respect to the Post-Closing Period, there shall be no proration of such amount pursuant to this Section 2.2.