Common use of Adjustments and Prorations Clause in Contracts

Adjustments and Prorations. 10.1 All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to the operation of the Property (but not including insurance premiums) shall be prorated to the Date of Closing, except that if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon, E.S.T., on the Date of Closing, all prorations shall be made as of the following business day. If the amount of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer shall be responsible for the payment of any assessments or notice of assessments made after the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect to security deposits, if any, made by tenants at the Property and actually received in hand by Seller, Buyer shall receive credit therefor. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this Section 10.1 shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the owner of the Property, as landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned by Seller, if any, at no additional cost to Buyer.

Adjustments and Prorations. 10.1 The Purchase Price shall be decreased by the product of 17.37 times the amount, if any, by which Broadcast Cash Flow (as defined in Section 7.1(G)) of the Stations for the period of twelve consecutive calendar months ending immediately prior to the Closing Date is less than $1,900,000. The Purchase Price shall be increased or decreased as required to effectuate the proration of revenues and expenses as provided in this Section 2.4. All taxesrevenues arising from the Stations up until midnight on the day prior to the Closing Date, includingand all expenses arising from the Stations up until midnight on the day prior to the Closing Date, without limitationincluding business and license fees (including any retroactive adjustments thereof), utility charges, real estate taxes and personal property taxestaxes and assessments levied against the Assets, collected rentsaccrued employee benefits such as vacation time (but excluding sick leave, charges which shall not be prorated) for utilitiesany employee of any of the Stations who becomes an employee of Buyer on the Closing Date, including waterproperty and equipment rentals, sewerapplicable copyright or other fees, sales and service charges, taxes (except for taxes arising from the transfer of the Assets hereunder), and fuel oilsimilar prepaid and deferred items, shall be prorated between Buyer and for utility services, maintenance services, maintenance and service contracts, Seller in accordance with the principle that Seller shall receive all operating costs and expensesrevenues, and all other income, costsrefunds to Seller and deposits of Seller held by third parties, and charges of every kind which in any manner relate to the operation of the Property (but not including insurance premiums) shall be prorated to the Date of Closing, except that if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon, E.S.T., on the Date of Closing, all prorations shall be made as of the following business day. If the amount of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer shall be responsible for all expenses, costs and liabilities allocable in accordance with generally accepted accounting principles to the payment conduct of any assessments the business or notice operations of assessments made after the date Stations for the period prior to the Closing Date, and Buyer shall receive all revenues and shall be responsible for all expenses, costs and obligations allocable in accordance with generally accepted accounting principles to the conduct of execution hereof the business or operations of the Stations on the Closing Date and for any public improvement, provided Buyer takes title hereunderthe period thereafter. With respect to security deposits, if any, made by tenants at the Property and actually received in hand by Seller, Buyer shall receive credit therefor. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this Section 10.1 shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the owner extent the value (as calculated in Seller's financial statements consistent with past practice) of any and all advertising time to be run following the Property, as landlord, under their leases. On Closing for which trade or barter consideration has been received by the Date of Closing, Seller shall deliver prior to Buyer all inventories of supplies on hand at the Property owned by Seller, if any, at no additional cost to BuyerClosing exceeds Eighty Thousand Dollars ($80,000.00).

Adjustments and Prorations. 10.1 All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to the operation of the Property Premises (but not including insurance premiums) shall be prorated to the Date of Closing, except that if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon1 o'clock P.M., E.S.T., Boston time on the Date of Closing, all prorations shall be made as of the following business day. Rents shall be prorated on an as-collected basis, with first rents collected after the Date of Closing credited toward current rent, if owed, and the balance to delinquencies. The Buyer shall receive credit for any post-closing unamortized rental concessions granted by Seller prior to the date of this Agreement. Buyer shall use reasonable efforts to assist the Seller in collecting delinquent rent, but shall not be required to file an action for the delinquency. Buyer shall receive a credit for all security deposits set forth on Exhibit B. If the amount of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer shall be responsible for the payment of any assessments or notice of assessments made after the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect to security deposits, if any, made by tenants at the Property and actually received in hand by Seller, Buyer shall receive credit therefor. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this Section 10.1 section shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the owner of the PropertyPremises, as landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property Premises owned by Seller, if any, at no additional cost to Buyer.

Adjustments and Prorations. 10.1 All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, costs and charges of every kind which in any manner relate to the operation of the Property Premises (but not including insurance premiums) shall be prorated to the Date of Closing, except that if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon, E.S.T.Eastern Standard Time, on the Date of Closing, all prorations shall be made as of the following business dayBusiness Day. All amounts collected by Buyer from tenants after the Date of Closing shall be first applied to current rents and other amounts due from such tenant and then applied to delinquent rents and other amounts due from such tenant in inverse order of maturity. The amounts thus collected and applied which are applicable to periods prior to the Date of Closing shall be remitted to Seller. If the amount of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer shall be responsible for the payment of any assessments or notice of assessments made and due on and after the date Date of execution hereof Closing for any public improvement, provided Buyer takes title hereunder; Seller shall be responsible for payment of any assessments or notice of assessments made prior to the Date of Closing. With respect to security deposits, if any, made by tenants at on the Property and actually received Premises (as required in hand by Sellerthe Leases or otherwise), Buyer shall receive credit therefortherefor in the proration of rents. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this Section 10.1 shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the owner of the PropertyPremises, as landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property Premises owned by Seller, if any, at no additional cost to Buyer.

Adjustments and Prorations. 10.1 All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other rents, income, costs, and charges of every kind which in any manner relate to the operation ownership of the Property (but not including insurance premiums) shall be prorated to the Date of Closing, except that that, if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon, E.S.T., on the Date of Closing, all prorations shall be made as of the following business day. If the amount of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer shall be responsible for the payment of any assessments or notice of assessments made after the date of execution Date of Closing hereof for any public improvement, provided Buyer takes title hereunder. With respect to security deposits, if any, made by tenants at the Property and actually received in hand by Seller, Buyer shall receive credit therefortherefore. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this Section 10.1 8 shall not apply to any taxes, assessments, or other payments payments, which are directly payable by tenants under 10 their leases (if any) or reimbursable by such tenants to the owner of the Property, as landlord, under their leasesleases (if any). On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned by Seller, if any, at no additional cost to Buyer. Seller shall be responsible for and discharge as and when due all obligations related to the Property which had accrued at or prior to the Date of Closing.

Adjustments and Prorations. 10.1 All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to the operation of the Property (but not including insurance premiums) shall be prorated to the Date of Closing, except that if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon2:00 P.M., E.S.T.Boston, Massachusetts time, on the Date of Closing, all prorations shall be made as of the following business day. If the amount of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer shall be responsible for the payment of any assessments or notice of assessments made after the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect to security deposits, if any, made by tenants at the Property and actually received in hand by Seller, Buyer shall receive credit therefortherefor in the proration of rents. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this Section 10.1 section shall not apply to any taxes, assessments, or other payments payments, which are directly payable by tenants under their leases or reimbursable by such tenants to the owner of the Property, as landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned by Seller, if any, at no additional cost to Buyer.

Adjustments and Prorations. 10.1 All taxes, including, without limitation, real estate taxes and personal property taxesfor the then current fiscal period, collected rentsmonthly rent, charges for utilitiessecurity deposits, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to the operation utilities (if not terminated as of the Property (but not including insurance premiumsClosing) and water and sewer use charges shall be prorated to and fuel value shall be adjusted as of the Date of ClosingClosing and the net amount thereof shall be added to or deducted from, except that if Seller does not receive as the case may be, the Purchase Price (payable by receipt the Buyer at the time of wired funds or by receipt in hand delivery of an official bank cashier's check) by noonthe deed. Notwithstanding anything herein to the contrary, E.S.T., on the Date of Closing, all prorations no proration shall be made for rents delinquent as of the following Closing Date (the “Delinquent Rents”). Buyer shall make a good faith attempt (but Buyer shall not be required to institute suit or collection procedures) to collect the Delinquent Rents. Sellers hereby waive their rights to bring suit against tenants to collect Delinquent Rents. Amounts collected by Buyer from any tenant showing Delinquent Rents shall be applied first to current rents owed by such tenant and then to Delinquent Rents. Any such amounts applicable to Delinquent Rents received by Buyer shall be forwarded to the applicable Seller within five (5) business daydays. If the amount of said taxes, assessments, or rents taxes is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreedabatement. Buyer shall be responsible for the payment All portions of any special taxes or assessments or notice of assessments made after the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect assessed prior to security deposits, if any, made by tenants at the Property and actually received in hand by Seller, Buyer shall receive credit therefor. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this Section 10.1 shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the owner of the Property, as landlord, under their leases. On the Date of Closing, Seller Closing which are due and payable prior to the Date of Closing shall deliver to Buyer all inventories be paid by Sellers and those portions of supplies on hand at any such special taxes and assessments due and payable after the Property owned Date of Closing shall be paid by Seller, if any, at no additional cost to Buyer.

Adjustments and Prorations. 10.1 6.1 The following adjustments and prorations shall be made at the Closing between SCOLP, Owner and Contributor. The adjustments and prorations will be made by a cash payment and shall not be an adjustment to the Units to be issued at Closing. (a) Real estate taxes and personal property taxes which are a lien upon or levied against any portion of the Project prior to the Contribution Date (other than current taxes), and all special assessments levied on any portion of the Project prior to the Contribution 5 Date, shall be paid by Owner or Contributor prior to the Contribution Date. Current real estate and personal property taxes and assessments shall be prorated at the Closing effective as of the Closing Date on a calendar year basis, understanding that real estate taxes in the State of Florida are payable in arrears. Such proration shall be made on the basis of the amount of real estate and personal property taxes for the current year if and to the extent that the taxing authorities have issued statements therefor, but otherwise based on real estate taxes assessed for the current tax year plus an estimated increase of 5%. Real estate taxes and personal property taxes levied against any portion of the Project and applicable to the period after the Contribution Date shall be prorated and adjusted between the parties on a calendar year basis and shall be paid by Contributor or SCOLP, as the case may be. (b) The amount of all unpaid water and other utility bills for the Project which are not directly billed to the tenants of the Project, and all other operating and other expenses incurred with respect to the Project and Owner, and relating to the period prior to the Contribution Date, shall be paid by Owner or Contributor on or prior to the Contribution Date or, if not paid, an amount equal to such unpaid expenses shall be part of the cash adjustment at Closing. The amount of all prepaid water and other utility bills for the Project, and all other operating and other expenses to be incurred with respect to the Project and Owner, and relating to the period after and including the Contribution Date, shall be paid by SCOLP to Contributor on the Contribution Date. (c) Charges under Project Contracts (as defined below) attributable to the period prior to the Contribution Date shall be paid by Owner or Contributor prior to the Contribution Date, or, if not paid, the amount due shall be reserved in cash within the Owner as of the Contribution Date. Prepaid charges under Project Contracts attributable to the period after and including the Contribution Date shall be paid by SCOLP to Contributor on the Contribution Date. (d) All taxesrental and other revenues collected by Owner up to the Contribution Date which are allocable to the period prior to the Contribution Date, including without limit pass-through and pass-on charges, shall become a part of the disbursement from Owner to the Holding Company (and then from the Holding Company to Contributor) made pursuant to Section 6.2 below. (e) Prepaid revenue received by the Owner attributable to the period after and including the Contribution Date including, without limit, tenant rents, pass-through charges, pass-on charges, water and other periodic revenues (the “Rents”) for the calendar month in which the Closing Date occurs (the “Closing Month”), and Rents not delinquent more than thirty days as of the Closing Date (for those residents which remain in occupancy at the Project), shall be prorated on an accrual basis. SCOLP shall either pay the Contributor or provide the Contributor with a credit for (x) all unpaid Rents from tenants who are not delinquent more than thirty days as of the Closing Date (for those residents which remain in occupancy at the Project); and (y) the pro rata share of the total unpaid Rents for the Closing Month based upon the number of days in such month. SCOLP shall be paid or shall receive a credit for the pro rata share of the collected Rents received for the Closing Month. In addition to the foregoing, SCOLP and Contributor shall mutually agree as to the amount to be paid or credited to Contributor, if any, for Rents delinquent more than thirty 6 days as of the Closing Date (for those residents which remain in occupancy at the Project), based upon the likelihood of collecting such Rents. In the event the parties are unable to agree, the Owner shall apply any payments received during the period between the Closing Date and the date which is ninety days after the Closing Date, first to the cost of collecting such payments, then to the most recent charges due and, thereafter, to unpaid charges due prior to Closing. Any payments received after the ninetieth day after Closing shall not be subject to pro ration. Contributor shall have no further rights following Closing with respect to such Rents. In addition to the foregoing, SCOLP shall also pay or provide Contributor with a credit for the amount of accrued but unpaid utility fees due from the tenants with respect to periods prior to Closing. To the extent any Rents allocable to the period prior to the Closing Date are collected after Closing, they shall remain the property of the Owner and/or SCOLP, and shall not be paid to or distributed to the Contributor. The Owner shall not distribute or assign to the Contributor and the Contributor shall not have the right to seek collection, through litigation or otherwise, of unpaid Rents. Any eviction actions which are on-going as of the Closing Date and the expense of any legal fees associated with such eviction actions incurred on and after the Closing Date shall be the responsibility of Owner after Closing and shall not be charged to Contributor. Sums received on account of such litigation shall also remain the property of the Owner and shall not be paid to the Contributor or otherwise subject to proration. (f) An amount equal to all expenses of the Project which were paid prior to the Contribution Date and for which Owner will benefit after the Contribution Date shall be disbursed or credited to Contributor at the Closing. (g) All compensation, fringe benefits and other amounts due the employees of Owner or the manager of the Project for the period prior to the Contribution Date, whether as hourly pay, salaries, overtime, bonus, vacation or sick pay, severance pay, pensions or otherwise, and all amounts due for the payment of employment taxes with respect thereto, shall be paid by Owner on or prior to the Contribution Date, or, if not paid, an amount equal to such entire unpaid liability shall be paid in cash at Closing. (h) All costs and expenses incurred by Owner, the Holding Company or Contributor prior to the Contribution Date in connection with the transactions contemplated herein and the performance of its obligations under this Agreement, including, without limitation, real estate taxes attorney and personal property taxesother professional fees, collected rents, charges for utilities, including water, sewerthe Acquisition Loan, and fuel oilthe costs and expenses payable by Owner, Holding Company or Contributor hereunder (including, without limitation, the costs and expenses specified in Section 19.1 to be paid by Contributor), shall be paid by Contributor and shall not be charged to, or the responsibility of SCOLP. (i)The amount of all escrows and reserves required under the Mortgage Documents which are on deposit on the Contribution Date shall be paid by SCOLP to the Contributor on the Contribution Date or, if not paid, an amount equal to such escrows and reserves shall be credited to Contributor in connection with the cash adjustment at Closing. 7 (j)In the event any rental discounts, leasing incentives or other credits, incentives or obligations have been provided to any of the occupants at the Project for any reason, and for utility servicesthe same have not been fully satisfied by Closing, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to the operation of the Property (but not including insurance premiums) SCOLP shall be prorated entitled to the Date of Closing, except that if Seller does not receive the Purchase Price (by receipt of wired funds a credit or by receipt payment at Closing in hand of an official bank cashier's check) by noon, E.S.T., on the Date of Closing, all prorations shall be made as of the following business day. If the amount of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatementdiscounts, less incentives or obligations. In all events, all debts, obligations, charges, liabilities and liens with respect to the reasonable cost of obtaining the same, Project shall be apportioned between fully paid and satisfied or credited or paid to SCOLP on the partiesContribution Date, provided that neither except only the Existing Mortgage and the lien for taxes not yet due and payable. 6.2 On or prior to the Contribution Date, Contributor (directly or indirectly through the Holding Company) shall be entitled to a distribution from Owner in an amount equal to all of the cash and cash equivalent assets held by Owner as of the Contribution Date, after deduction for any and all costs, expenses and prorations payable by or chargeable against the Xxxxxx Entities hereunder. The Owner shall not distribute any other right, claim, cause of action or asset after the Effective Date of this Agreement. 6.3 If within ninety (90) days after the Closing either SCOLP or Contributor discovers any inaccuracies or errors in the pro rations or adjustments done at Closing pursuant to Sections 6.1 and/or 6.2, such party shall be obligated notify the other party of such inaccuracy or error by written notice including reasonable detail of the appropriate calculation. The parties shall attempt, in good faith, to institute resolve any issues with respect to delinquent revenue and the prorations and adjustments done at Closing pursuant to Section 6.1. After the parties resolve any such issues or, in the event the parties are unable to resolve issues, a final judgment has been rendered with respect to such matter without timely appeal or prosecute proceedings for an abatement unless otherwise agreed. Buyer after all appeals timely made are fully resolved, SCOLP and Contributor shall promptly take all action and pay all sums necessary so that such pro rations and adjustments shall be responsible for in accordance with the payment of any assessments or notice of assessments made after the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect to security deposits, if any, made by tenants at the Property and actually received in hand by Seller, Buyer shall receive credit therefor. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions terms of this Section 10.1 Agreement, and the obligations of either party to pay any such amount shall survive the Contribution Date. Prorations and adjustments to prorations are not apply to any taxes, assessmentssubject to, or other payments which are directly payable by tenants under their leases included within, the Minimum Amount or reimbursable by such tenants to the owner of the Property, as landlord, under their leasesMaximum Amount set forth in Section 7.3(d). On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned by Seller, if any, at no additional cost to Buyer7.

Adjustments and Prorations. 10.1 9.1 All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to the operation of the Property (but not including insurance premiums) shall be prorated to the Date of Closing, except that if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon2:00 p.m., E.S.T., on the Date of Closing, all prorations shall be made as of the following business day. If the amount of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer shall be responsible for the payment of any assessments or notice of assessments made after the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect to security deposits, if any, made by tenants at the Property and actually received in hand by Seller, Buyer shall receive credit therefor. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this Section 10.1 shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the owner of the Property, as landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on o hand at the Property owned by Seller, if any, at no additional cost to Buyer.

Adjustments and Prorations. 10.1 All taxesSeller shall pay (i) the fees of any counsel representing it in connection with this transaction, and (ii) one-half (1/2) of any escrow fee charged by the Title Company to hold the Xxxxxxx Money. Buyer shall pay all other closing costs, including, without limitationlimitation (i) any and all state and county transfer taxes, real estate deed recording fees, documentary stamp taxes, property owners’ association transfer/resale assessments and other taxes and personal property taxesfees imposed on account of the recordation of the Deed and/or the transfer of the Property, collected rents(ii) the fees of any counsel representing Buyer in connection with this transaction, charges (iii) one-half (1/2) of any escrow fees charged by the Title Company, (iv) recording fees, (v) the premium for utilities, including water, sewer, the Title Policy and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, Title Commitment costs, and charges (vi) the cost of every kind which in any manner relate to the operation Buyer’s inspections of the Property and (but not including insurance premiumsvii) any costs associated with the Survey. Except as otherwise provided in the Agreement, all other costs and expenses incident to this transaction and the closing thereof shall be prorated to paid by the Date of Closing, except that if Seller does not receive party incurring such costs. Except for assessments charged by a property owners’ association in connection with the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon, E.S.T., on the Date of Closing, all prorations shall be made as transfer/sale of the following business day. If the amount of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer shall be responsible for the payment of any assessments or notice of assessments made after the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect to security depositsProperty, if any, made which are to be paid by tenants at Xxxxx, general, special, ad valorem, personal property and other property taxes and assessments imposed by any governmental authority and any association assessments, fees and dues (collectively, the “Taxes”) for the then-current calendar year should be prorated. If the Closing Date occurs prior to the receipt by Seller of all tax bills for the calendar year, Buyer and Seller shall prorate Taxes for such calendar year based on the previous year and a post-closing “true-up” shall take place once all tax bills for the calendar year are received. Buyer shall pay all increases in Taxes due to the change in ownership or use of the Property and actually the same shall not be prorated. All utility bills for the Property shall be prorated. In the event Seller has not received in hand by Sellerutility bills through the Closing Date, utilities shall be prorated based on the most recent bills and a post-closing “true-up” shall take place within ninety (90) days after the Closing. Buyer shall receive credit therefor. Any pay to Seller all utility deposits on utilities paid by Seller with respect to the Property REPRESENTATIONS AND WARRANTIES: Seller shall only make representations regarding Seller’s authority to enter into the Agreement and Seller’s knowledge of environmental issues and pending claims and violations. Except for such representations and warranties by Seller and the limited warranty contained in the deed to be returned to Seller. The foregoing provisions of this Section 10.1 shall not apply to any taxesprovided by Seller at Closing, assessmentsBuyer will take the Property at Closing on an “As- Is” and “Where Is” basis without representation, covenant, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants warranty of any kind (whether express, implied, or, to the owner of the Propertymaximum extent permitted by applicable law, as landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned statutory) by Seller, if any, at no additional cost to Buyer.

Adjustments and Prorations. 10.1 All taxes (except income taxes), including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contractscontracts assumed by Buyer, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to the operation of the Property Premises (but not including except insurance premiums) shall be prorated to the Date of Closing, except that if Seller does not receive the Purchase Price (by receipt . For tenants whose rents are delinquent as of wired funds or by receipt in hand of an official bank cashier's check) by noon, E.S.T., on the Date of Closing, all prorations rents received after Closing shall be made as applied first to the month in which received, next to months including and after the Date of Closing (with a prorated payment to Seller for the following business daymonth including the Date of Closing), and next to months preceding the Date of Closing (with payment to Seller). If the amount of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments assessment shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer shall be responsible for the payment of any 5 assessments or notice of assessments made after the date of execution hereof for any public improvement, provided Buyer takes title xxxxxx hereunder, unless any assessments are in arrears, in which event they shall be prorated. With respect to security and all other tenant deposits, if any, made by tenants at on the Property and actually received in hand by SellerPremises, Buyer shall receive credit therefortherefor in the proration of rents. Any deposits on utilities paid by Seller shall be returned to SellerSeller by the applicable utility provider. The foregoing provisions of this Section 10.1 section shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the owner of the PropertyPremises, as landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property Premises owned by Seller, if any, at no additional cost to Buyer. All post-closing obligations in this paragraph (including without limitation obligations to reprorate, to refund payments of delinquent rent, and to refund shares of abatements) shall survive the Date of Closing for a period of three months, except all post closing obligations relating to tax bills shall survive for a period of three (3) months from Buyer's receipt of the tax xxxx. On the Date of Closing, Seller shall execute in favor of Buyer an assignment of leases, tenancies, and security and other tenant deposits. The assignment shall have attached thereto as an exhibit (and certified as accurate, as of the Date of Closing) a list of all tenants at the Premises, showing apartment number, beginning lease date, lease ending date, monthly rent, whether rent is current, and the amount of any security deposit made. Buyer shall thereupon assume, take over, and perform all leases and tenancies affecting the Premises, and Buyer shall execute an acceptance of assignment with respect to such leases, tenancies, security and other deposits. Buyer and Seller, or Seller's property manager, shall execute, for delivery to tenants, a form of notice of assignment. On or before the last day of the Review Period, Buyer may designate in writing to Seller maintenance and service contracts (which term shall include laundry leases) to be terminated, and Seller shall terminate all such contracts so designated, at no cost to Buyer, as of the Date of Closing, and Buyer shall not assume such contracts. On the Date of Closing, Seller shall execute in favor of Buyer assignments of all maintenance and service contracts that have not been so designated by Buyer for termination, and Buyer shall thereupon assume, take over, and perform all such maintenance and service contracts, and Buyer shall execute acceptance of assignment with respect to such maintenance and service contracts.

Adjustments and Prorations. 10.1 (a) All taxesrevenues and expenses of Seller arising from the operation of the Agency, including, without limitation, real estate those arising under the Assumed Contracts, business and license fees, utility charges, property taxes levied against the Assets, property and personal property equipment rentals, sales and service charges, other taxes, collected rentswages, charges for utilitiessalaries, including watervacation and sick leave (if any, sewerin accordance with Seller’s payroll policies and benefit plans), personal days (if any, in accordance with Seller’s payroll policies and benefit plans), commissions and other employee compensation pay, and fuel oilsimilar prepaid and deferred items, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to the operation of the Property (but not including insurance premiums) shall be prorated between Buyer and Seller, and an appropriate adjustment to the Date of Closing, except that if Seller does not receive the Purchase Price shall be made, in accordance with the principle that, except as otherwise expressly set forth in this Agreement, (by receipt i) Seller shall receive all revenues, and shall be responsible for all expenses, relating to the business and operations of wired funds or by receipt in hand of an official bank cashier's check) by noon, E.S.T., the Agency for the period ending at 11:59 p.m. on the Date day prior to the Closing Date, and (ii) Buyer shall receive all revenues, and shall be responsible for all expenses, relating to the business and operations of Closing, all prorations the Agency thereafter. An adjustment of the Purchase Price shall be made as in favor of Buyer to the extent that Buyer assumes any liability under any Assumed Contract to refund (or to credit against payments otherwise due) any security deposit or similar prepayment paid to Seller by any lessee or other third party which is not otherwise credited to Buyer. Subject to Buyer’s receipt of appropriate estoppel certificates, an adjustment of the following Purchase Price shall be made in favor of Seller to the extent that Seller has made (A) any security deposit or similar prepayment under any Assumed Contract regardless of the period to which such deposit may be prorated or (B) any other payment under any Assumed Contract relating to the period beginning on the Closing Date, to the extent that Buyer receives the post-Closing benefits associated with such prepayment. Seller shall be liable for all the costs of employee compensation or other benefits relating to the business day. If or operations of the amount of said taxesAgency attributable to service with the Seller through 11:59 p.m. on the date prior to the Closing Date, assessmentsincluding (1) all taxes and related contributions, vacations and sick pay and (2) all group medical, dental (if any, in accordance with Seller’s payroll policies and dental plans) or death benefits for expenses incurred, related to or arising from events occurring on or prior to 11:59 p.m. on the date prior to the Closing Date, or rents is not known death or disability occurring on or prior to 11:59 p.m. on the date prior to the Closing Date, whether reported by the Closing Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreedthereafter. Buyer shall be responsible liable for all of the payment costs of any assessments employee compensation and other benefits (including the types of costs referred to in clauses (1) and (2) above) relating to the business or notice operations of assessments made the Agency attributable to service with Buyer on and after the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect to security deposits, if any, made by tenants at the Property and actually received in hand by Seller, Buyer shall receive credit therefor. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this Section 10.1 shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the owner of the Property, as landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned by Seller, if any, at no additional cost to BuyerClosing Date.

Adjustments and Prorations. 10.1 (a) All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges revenues of every kind which in any manner relate to Seller arising from the operation of the Property Station earned or accrued up until 11:59 p.m. on the day prior to the Closing Date, and all operating expenses, arising therefrom incurred, accrued or payable up until such time, including operating expenses arising under the Assumed Contracts, tower rentals (but not including insurance premiums) other than rental payments with respect to the Station's tower at 000 Xxxxx Xxxxxx, Houston, Texas), business and license fees, utility charges, real and personal property Taxes levied against the Assets, property and equipment rentals, applicable copyright or other fees, sales and service charges, other Taxes, wages, salaries, vacation, sick leave, personal days, commissions and other employee compensation pay, music license fees and similar prepaid and deferred items, shall be prorated to between Buyer and Seller in accordance with the Date principle that (i) Seller shall receive all revenues, refunds and deposits of Closing, except that if Seller does not receive the Purchase Price (held by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon, E.S.T., on the Date of Closing, all prorations shall be made as of the following business day. If the amount of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the third parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer and shall be responsible for all operating expenses incurred, payable or allocable to the payment conduct of any assessments or notice the business and operations of assessments made after the date of execution hereof Station for any public improvement, provided Buyer takes title hereunder. With respect the period ending at 11:59 p.m. on the day prior to security deposits, if any, made by tenants at the Property Closing Date and actually received in hand by Seller, (ii) Buyer shall receive all revenues earned or accrued and shall be responsible for all operating expenses, incurred, payable or allocable to the conduct of the business and operations of the Station for the period commencing on and continuing after the Closing Date. An adjustment of the Purchase Price and proration shall be made in favor of Buyer to the extent that Buyer assumes any liability under any Assumed Contract to refund (or to credit thereforagainst payments otherwise due) any security deposit or similar prepayment paid to Seller by any lessee or other third party which is not otherwise credited to Buyer. Any deposits on utilities paid by Subject to Buyer's receipt of appropriate estoppel certificates, an adjustment of the Purchase Price and proration shall be made in favor of Seller to the extent that Seller has made (A) any security deposit under any Assumed Contract whether or not there is a proration under such Assumed Contract or (B) other prepayment under any Assumed Contracts for which there is a proration. Seller shall be returned liable for all of the costs of employee compensation relating to Sellerthe Station properly attributable to or accruable on account of service with the Seller through 11:59 p.m. on the date prior to the Closing Date, including (1) all Taxes and related contributions, vacations and sick pay and (2) all group medical, dental or death benefits for expenses incurred, related to or arising from, events occurring on or prior to 11:59 p.m. on the date prior to the Closing Date, or death or disability occurring on or prior to 11:59 p.m. on the date prior to the Closing Date, whether reported by the Closing Date or thereafter; Buyer will be liable for all of the costs of employee compensation (including the types of costs referred to in clauses (1) and (2) above) relating to the Station, properly attributable or accruable thereafter on account of service with Buyer. The foregoing provisions of this Except as provided in Section 10.1 2.5(b), Trade Deals shall not apply to any taxes, assessments, be adjusted or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the owner of the Property, as landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned by Seller, if any, at no additional cost to Buyerprorated.

Adjustments and Prorations. 10.1 All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other rents, income, costs, and charges of every kind which in any manner relate to the operation ownership of the Property (but not including insurance premiums) shall be prorated to the Date of Closing, except that that, if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon, E.S.T., on the Date of Closing, all prorations shall be made as of the following business day. If the amount of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer shall be responsible for the payment of any assessments or notice of assessments made after the date of execution Date of Closing hereof for any public improvement, provided Buyer takes title hereunder. With respect to security deposits, if any, made by tenants at the Property and actually received in hand by Seller, Buyer shall receive credit therefortherefore. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this Section 10.1 8 shall not apply to any taxes, assessments, or other payments payments, which are directly payable by tenants under 45 their leases (if any) or reimbursable by such tenants to the owner of the Property, as landlord, under their leasesleases (if any). On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned by Seller, if any, at no additional cost to Buyer. Seller shall be responsible for and discharge as and when due all obligations related to the Property which had accrued at or prior to the Date of Closing.

Adjustments and Prorations. 10.1 All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to the operation of the Property Premises (but not including insurance premiums) shall be prorated to the Date of Closing, except that if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon, E.S.T.Boston time, on the Date of Closing, all prorations shall be made as of the following business day. Seller shall be entitled to all delinquent rents, without adjustment or appointment, irrespective of which party collects the same in the first instance, and Buyer shall pay any such delinquent rents to Seller forthwith upon receipt. If the amount of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer shall be responsible for the payment of any assessments or notice of assessments made after the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect to security deposits, if any, made by tenants at on the Property Premises and actually received in hand by Seller, Buyer shall receive credit therefortherefor in the proration of rents. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this Section 10.1 section shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the owner of the PropertyPremises, as landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property Premises owned by Seller, if any, at no additional cost to Buyer.

Adjustments and Prorations. 10.1 All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all salaries and wages, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to the operation of the Property Premises (but not including insurance premiums) shall be prorated to the Date of Closing, except that if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon1 o'clock P.M., E.S.T.Boston time, on the Date of Closing, all prorations shall be made as of the following business day. Seller shall be entitled to 3 all delinquent rents, without adjustment or appointment, irrespective of which party collects the same in the first instance, and Buyer shall pay any such delinquent rents to Seller forthwith upon receipt. If the amount of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer shall be responsible for the payment of any assessments or notice of assessments made after the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect to security deposits, if any, made by tenants at on the Property Premises and actually received in hand by Seller, Buyer shall receive credit therefortherefor in the proration of rents. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this Section 10.1 section shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the owner of the PropertyPremises, as landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property Premises owned by Seller, if any, at no additional cost to Buyer.

Adjustments and Prorations. 10.1 All taxesAdjustments or prorations of all revenues, including-------------------------- expenses and liabilities of Seller as of the Closing Date shall, without limitationpursuant to this Paragraph 5, real estate taxes insofar as feasible, be determined and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate paid on the Closing Date based upon Buyer's good faith calculation delivered to Seller ten (10) days prior to the operation Closing Date and reasonably approved by Seller, with final settlement and payment by the appropriate party occurring no later than 60 days after the Closing Date. Buyer's determination of the Property (but not including insurance premiums) shall be prorated to the Date amount of Closing, except that if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon, E.S.T., on the Date of Closing, all prorations adjustment under this Paragraph 5 shall be made as in accordance with generally accepted accounting principles, consistently applied. Within sixty (60) days after the Closing, Buyer shall submit to Seller its good faith determination of final adjustments or prorations. If Seller disagrees with the determination made by Buyer of the following business dayadjustments or prorations, Seller shall give prompt written notice thereof, but in no event later than 20 days after notice of Buyer's determination, specifying in reasonable detail the nature and extent of the disagreement. Buyer and Seller shall have a period of 30 days in which to resolve the disagreement. If the amount of said taxesparties are unable to resolve the disagreement within the 30-day period, assessments, or rents is not known on the Date of Closing, they matter shall be apportioned on the basis of the amounts for the preceding yearsubmitted to Coopers & Lybrand L.L.P., with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatementan independent certified public accounting firm, the amount of such abatement, less the reasonable cost of obtaining the same, whixx xxxxunting firm shall be apportioned between the parties, provided that neither directed to submit a final resolution within 30 days. The accounting firm's determination shall be binding on Buyer and Seller. Each party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer shall be responsible for bear the payment fees and expenses of any assessments or notice of assessments made after the date of execution hereof for any public improvementits own representatives, provided Buyer takes title hereunder. With respect to security depositsincluding its independent accountants, if any, made by tenants at and shall share equally the Property fees and actually received in hand by Sellerexpenses of Coopers & Lybrand, Buyer shall receive credit therefor. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this Section 10.1 shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the owner of the Property, as landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned by SellerL.L.P., if anyengaged, at no additional cost to Buyerresolve any disagreement between the xxxxxxs. Within five business days following a final determination hereunder, the party obligated to make payment will make the payments determined to be due and owing in accordance with this Paragraph 5.

Adjustments and Prorations. 10.1 All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to the operation of the Property (but not including insurance premiums) shall be prorated to the Date of Closing, except that if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon, E.S.T., on the Date of Closing, all prorations shall be made as of the following business day. If the amount of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer shall be responsible for the payment of any assessments or notice of assessments made after the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect to security deposits, if any, made by tenants at the Property and actually received in hand by Seller, Buyer shall receive credit therefor. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this Section 10.1 shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the owner of the Property, as landlord, under their leases. All adjustments and prorations shall be approved by Buyer and Seller one (1) business day prior to Closing. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned by Seller, if any, at no additional cost to Buyer.

Adjustments and Prorations. 10.1 All Seller hereby represents and warrants that all ad valorem taxes and assessments and other expenses relating to the Property, including all utilities, are required to be paid by the Tenants, and accordingly, there shall be no prorations of any such taxes, including, without limitation, real estate taxes costs and personal property taxes, collected rents, charges expenses related to the Property at Closing. No prorations will be made in relation to any insurance premiums for utilities, including water, sewerinsurance carried by Seller, and fuel oil, and Seller’s insurance policies will not be assigned to Buyer. Actual collected rent for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind the month in which in any manner relate to the operation of the Property (but not including insurance premiums) Closing occurs shall be prorated as of the Closing Date, and rents collected after Closing shall first be applied to amounts then owed to Buyer, with any remainder paid to Seller up to the Date of Closingamount, except that if any, owed to Seller does not by the particular tenant. In addition, Buyer shall receive credit toward the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon, E.S.T., on the Date of Closing, all prorations shall be made as of the following business day. If the amount of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer shall be responsible for the payment of any assessments or notice of assessments made after the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect to all security deposits, if any, made which are being held by tenants at Seller under the Property Leases pursuant to the terms of the Leases. Seller shall not be liable for, and actually received in hand by Buyer hereby releases Seller, Buyer shall receive credit thereforand agrees to indemnify, defend and hold harmless Seller and every individual and entity affiliated with Seller and all of their respective officers, directors, shareholders, employees, agents and independent contractors from, any and all liability for any claims relating to any such rents arising from said Leases post-Closing. Any deposits on utilities paid by Seller shall be returned permitted to Seller. The foregoing provisions of this Section 10.1 shall not apply pursue any Tenant for any past-due rents due and owing prior to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants Closing if and to the owner of the Property, as landlord, under their leases. On the Date extent that such past due rents are not collected by Buyer and remitted to Seller within 60 days of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned by Seller, if any, at no additional cost to Buyer.

Adjustments and Prorations. 10.1 All Adjustments and prorations with respect to the Property shall be computed and determined between the parties as of 12:01 a.m. on the Closing Date as follows: 17 (a) General real estate taxes, including, without limitation, real estate taxes special assessments and personal property taxestaxes shall be prorated as of the Closing Date based on the then current taxes (if known, collected rents, charges based on final tax bills for utilities, including water, sewersuch period, and fuel oilif not known, based on the most recent ascertainable taxes) and the special assessments due and owing prior to Closing, and Seller or Purchaser shall receive a credit at Closing, as appropriate. Without affecting the obligations set forth in this Section 13, the prorations for utility servicesreal and personal property taxes shall be equitably prorated on a “net” basis (i.e., maintenance servicesadjusted for all tenants’ liabilities and payments of additional rent under the Leases for proportionate share of taxes and assessments if any, maintenance for such items). If final taxes or special assessments are not known as of the Closing, the parties agree to reprorate when such amounts become known. (b) All rents and service contractsother sums receivable from tenants of the Property, which were earned and attributable to the period prior to the Closing Date, will be credited to Seller to the extent that such rents have been collected on or before the Closing Date. Rents earned and attributable to the period beginning on the Closing Date and thereafter will be paid to the Company by the tenants, or credited to Purchaser at Closing (if such rents are received by the Company prior to the Closing Date). All payments from tenants, on account of rent or otherwise, received by Seller on behalf of the Company after the Closing Date, whether attributable to the period prior to or after the Closing Date, shall be deemed to be held in trust by Seller for Purchaser and shall be promptly delivered to Purchaser by Seller for application as provided in this Section 13. All payments from tenants, on account of rent or otherwise, received after the Closing Date by the Company or by Purchaser on behalf of the Company and all operating costs amounts received from Seller by Purchaser pursuant to the immediately preceding sentence, shall be applied first to rent or other sums then due under the Leases attributable to the month in which the Closing Date occurs, then to the period after the Closing Date on account of rents earned and expensesattributable to such period, and then to Seller on account of rents which were earned and attributable to the period prior to the Closing Date. Any customary out-of-pocket costs incurred by Purchaser in collection of delinquent rentals shall be deducted by Purchaser prior to the payment to Seller on account of delinquent rentals as provided herein. Purchaser shall cause the Company to xxxx tenants for delinquent rentals, but need not initiate legal proceedings. Seller shall have the right to contact tenants to request payment of delinquent rentals after the Closing Date and institute legal proceedings to collect such delinquent rentals, but shall have no right to evict any tenant. Any such enforcement or collection efforts by Seller shall be at Seller’s sole expense. (c) On the Closing Date, Seller shall either (i) deliver to the Company if not already held by it, in cash, or (ii) receive as a credit against the Purchase Price, an amount equal to all other incomecash security deposits made by tenants occupying the Property which were paid to the Company by such tenants and which shall not have been applied by the Company or otherwise pursuant to the Leases, coststogether with interest owing thereon pursuant to the applicable Lease, if any, and charges of every kind which in any manner relate to the operation together with a listing (certified as true and correct by Seller) of the tenants to which such deposits and interest are owing. (d) All amounts payable, owing or incurred in connection with the Property under the Contracts to be retained by the Company shall be prorated as of the Closing Date. 18 (but e) All utility deposits, if any, may be withdrawn by and refunded to Seller, and Purchaser shall make replacement deposits on behalf of the Company for utilities as may be required by the respective utilities involved. (f) All utility charges that are not including insurance premiums) separately metered to tenants shall be prorated to the Closing Date of Closing, except and Seller shall obtain a final billing therefor and pay any amounts owing therein for the period prior to the Closing Date and Purchaser shall pay any amounts owing for the period on and after the Closing Date. To the extent that if Seller does utility bills cannot receive be handled in the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon, E.S.T., on the Date of Closing, all prorations shall be made as of the following business day. If the amount of said taxes, assessments, or rents is not known on the Date of Closingforegoing manner, they shall be apportioned prorated as of the Closing Date based on the basis most recent bills available and reprorated when such final bills become known. (g) Purchaser shall pay all leasing commissions and tenant improvement costs payable with respect to Leases (other than for any Required Lease) approved by Purchaser and entered into after the date of this Agreement in accordance with the terms of Section 19(b) of this Agreement. If Seller has paid or caused the Company to pay such amounts prior to the Closing Date, Purchaser shall reimburse Seller for such payments at Closing. Seller shall pay all other leasing commissions and tenant improvement costs payable with respect to all other Leases except those referenced in the preceding year, with a reapportionment sentence. (h) Seller and Purchaser agree that as soon as reasonably possible after the new amounts can be ascertained. If such close of the calendar year of the Closing, the parties shall undertake a final master reconciliation of CAM, taxes and assessments other pass-throughs and additional rent (including without limitation, percentage rent) with respect to the Leases and the Property. Such reconciliation shall thereafter be reduced by abatementfinal. For purposes hereof, Seller and Purchaser shall each prepare tenant reconciliations for their respective applicable periods of ownership of the amount Interests. Purchaser shall transmit such information to the tenants. (i) Unless provided otherwise hereinabove, such other items as are customarily prorated in a purchase and sale of such abatementthe type contemplated hereunder shall be prorated as of the Closing Date. (j) All wages, less the reasonable cost salaries and benefits of obtaining the sameretained Employees, if any, shall be apportioned between Purchaser and Seller. (k) Notwithstanding anything in this Section 13 to the partiescontrary, provided that neither party if any tenant under a Lease is obligated to pay any prorated item directly to the entity imposing same, such portion of the prorated item shall not be apportioned between Seller and Purchaser. If any item of income or expense set forth in this Section 13 is subject to final adjustment after Closing, then Seller and Purchaser shall make, and each shall be obligated entitled to, an appropriate reproration to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer shall be responsible for the payment of each such item promptly when accurate information becomes available, but in any assessments or notice of assessments made after event prior to one (1) year from the date of execution hereof for any public improvement, provided Buyer takes title hereunderClosing. With Any such reproration shall be paid promptly in cash to the party entitled thereto. (l) All insurance policies and Seller’s property manager’s management agreement and listing agreement (if any) shall be terminated as of the Closing Date and there shall be no proration with respect to security deposits, if any, made by tenants at these items. 19 (m) Each of the Property and actually received in hand by Seller, Buyer shall receive credit therefor. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this Section 10.1 13 shall not apply survive the Closing until the later of (i) one (1) year from the date of Closing or (ii) with respect to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to real estate taxes three (3) months after the owner issuance of the Property, as landlord, under their leases. On final tax bills for the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at year in which the Property owned by Seller, if any, at no additional cost to BuyerClosing occurs.

Adjustments and Prorations. 10.1 All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expensesexpenses (but not including Seller's corporate overhead), and all other income, costs, and charges of every kind which in any manner relate to the operation of the Property Premises (but not including insurance premiums) shall be prorated to the Date of Closing, except that if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon, E.S.T., on the Date of Closing, all prorations shall be made as of the following business day. If the amount of said taxes, assessments, taxes or rents assessments is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer shall be responsible for all payments due after the payment Date of Closing of any assessments or notice of assessments made after the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect to security deposits, if any, made by tenants at the Property and actually received in hand by Seller, Buyer shall receive credit therefor. Any deposits on utilities paid by Seller and refunded by the utility company shall be returned to Seller. The foregoing provisions of this Section 10.1 shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the owner of the Property, as landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property Premises owned by Seller, if any, at no additional cost to Buyer.

Adjustments and Prorations. 10.1 All taxesSeller shall pay for all utility services (including any sewer service charge, includingeven if classified as a tax) in connection with the Business for the period prior to the Closing Date, without limitationand Purchaser shall pay for such services thereafter. To the extent feasible, real estate taxes the parties will arrange to Exhibit (10) (t) have all utility meters read as of the Closing Date, and personal property taxesfinal invoices issued to Seller based on such meter readings. For non-metered utilities, collected rents, such as basic telephone service charges (exclusive of charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all long distance or other income, costs, and charges of every kind toll calls which in any manner relate to shall be allocated based on the operation date of the Property (but not including insurance premiums) shall be prorated to the Date of Closingcall), except that if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon, E.S.T., on the Date of Closing, all prorations a prorata adjustment shall be made as of the following business day. If the amount of said taxes, assessmentsClosing Date, or rents is not known as soon as practical thereafter, based on the Date actual number of Closing, they days in the month in which Closing occurs. All real estate taxes levied by any state or local taxing authority shall be apportioned prorated and adjusted to the Closing Date, with Seller to pay all amounts attributable to the period prior to such date with Purchaser to pay all amounts attributable to subsequent periods. All such adjustments shall be based on the assessments and tax rates as are applicable on the Closing Date. The adjustment shall be made on the basis of a 365-day year (unless the amounts taxing period consists of some shorter period, in which case the actual number of days in the taxing period shall be used) and the actual number of days elapsed. Seller shall pay any sales, transfer or similar taxes incurred in connection with the transactions contemplated by this Agreement, as imposed by the State of Ohio or any political subdivision thereof. All personal property taxes shall be paid by the party owning the personal property on the assessment date. All other charges and fees incurred in the ordinary course of business customarily prorated and adjusted in similar transactions shall be prorated at Closing and thereafter assumed by Purchaser. In the event that accurate prorations and other adjustments cannot be made at Closing because current bills or statements are not obtainable (as, for the preceding yearexample, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatementutility bills), the amount of such abatementparties shall prorate on the best available information, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated subject to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer shall be responsible for the payment of any assessments or notice of assessments made after the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect to security deposits, if any, made by tenants at the Property and actually received in hand by Seller, Buyer shall receive credit therefor. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this Section 10.1 shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the owner adjustment upon receipt of the Property, as landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned by Seller, if any, at no additional cost to Buyerfinal xxxx or statement.

Adjustments and Prorations. 10.1 All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to the operation of the Property (but not including insurance premiums) shall be prorated to the Date of Closing, except that if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon2:00, E.S.T.EST, on the Date of Closing, all prorations shall be made as of the following business day. If the amount of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer shall be responsible for the payment of any assessments or notice of assessments made after the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect to security deposits, if any, made by tenants at the Property and actually received in hand by Seller, Buyer shall receive credit therefortherefor in the proration of rents. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this Section 10.1 section shall not apply to any taxes, assessments, or other payments payments, which are directly payable by tenants under their leases or reimbursable by such tenants to the owner of the Property, as landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned by Seller, if any, at no additional cost to Buyer.

Adjustments and Prorations. 10.1 (a) All taxesrevenues arising from the operation of the Business and the ownership of the Assets, earned or accrued until midnight on the day prior to the Closing Date or any Subsequent Closing Date, in the case of Additional Assets being transferred at such Subsequent Closing Date, and all expenses, costs or liabilities, arising therefrom incurred, accrued or payable up until such time including, without limitation, business, license, utility charges, real estate taxes and personal property taxesTaxes and assessments levied against the Assets, collected rentsproperty and equipment rentals, applicable copyright or other fees, sales and service charges and Taxes (other than income Taxes, which shall be Seller's sole responsibility for utilitiesall Taxable periods ending prior to the Closing Date or any Subsequent Closing Date, including water, sewerin the case of Additional Assets being transferred at such Subsequent Closing Date, and fuel oilthose Taxes arising from the sale and transfer of the Assets, which, in the case of transfer and other similar Taxes shall be paid as set forth in Section 5.8) ----------- shall be prorated between Buyer and Seller in accordance with the principle that: (i) Seller shall receive all revenues, refunds and deposits (to the extent such refunds or deposits can be released or refunded) of Seller held by third parties, and shall be responsible for utility servicesall expenses, maintenance services, maintenance and service contracts, all operating costs and expensesliabilities incurred, and all other income, costs, and charges of every kind which in any manner relate payable or allocable to the operation of the Property (but not including insurance premiums) shall be prorated Business for the period prior to the Closing Date or any Subsequent Closing Date, in the case of ClosingAdditional Assets being transferred at such Subsequent Closing Date and (ii) Buyer shall receive all revenues earned or accrued, except that if Seller does not receive the Purchase Price (by receipt of wired funds or by receipt in hand of an official bank cashier's check) by noon, E.S.T., on the Date of Closing, all prorations shall be made as of the following business day. If the amount of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. If such taxes and assessments shall thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless otherwise agreed. Buyer shall be responsible for all expenses, costs and liabilities incurred, payable or allocable to the payment operation of the Business for the period commencing on and continuing after the Closing Date or any Subsequent Closing Date, in the case of Additional Assets being transferred at such Subsequent Closing Date (provided, however, that Buyer -------- ------- shall have no responsibility for any wages, salaries, vacation, sick pay or other similar expenses of any assessments or notice employee of assessments made after the date of execution hereof for any public improvement, provided Buyer takes title hereunder. With respect to security deposits, if any, made by tenants at the Property and actually received in hand by Seller, it being understood that Buyer is not the successor employer of any of Seller's employees). Notwithstanding the foregoing, Seller hereby acknowledges and agrees that Buyer shall have all rights to receive credit therefor. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this Section 10.1 shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the owner each of the Property, as landlord, under their leasesdeposits listed on Schedule 2.6(a) hereto. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned by Seller, if any, at no additional cost to Buyer.---------------