ADJUSTMENTS/PRORATIONS Sample Clauses

ADJUSTMENTS/PRORATIONS. Unless otherwise expressly agreed upon, all fees shall be adjusted pro rata as of the Closing Date in accordance with what is normal and customary in the state where the property resides, including but not limited to, if applicable, real property taxes and assessments, interest, escrow fees, transfer tax fees, Association fees, water and sewer usage utilities, rent, Rent security deposits, if any, shall be credited to Buyer by Seller on the Closing Date and shall include any interest accrued to the tenant.

ADJUSTMENTS/PRORATIONS. In the event that the Closing Date does not occur on the last Business Day of a month, adjustments will be made to reflect certain rents, prepaid expenses, accrued but unpaid expenses and similar items which will be prorated as of the Closing Date after the portion of the month on and prior to the Closing Date (which will be for the account of NXP) and the portion of the month after the Closing Date (which will be for the account of Trident). The relevant adjustment shall be effected by deducting from (in the case of an adjustment to the credit of NXP) or adding to (in the case of an adjustment to the credit of Trident) the Post-Closing Statement.

ADJUSTMENTS/PRORATIONS. All taxes, including, without limitation, real estate taxes and personal property taxes, if any, charges for utilities, including water and sewer, and for any utility services and all other operating costs and expenses and all other income, costs and charges of every kind, including rents, which in any manner relate to the operation of the Property shall be prorated as of midnight on the Closing Date. Seller shall determine all such information during the Due Diligence Period and provide a detailed summary to Purchaser.

ADJUSTMENTS/PRORATIONS. All receipts and disbursements relating ----------------------- to the Lots will be prorated on the Closing Date as of 11:59 p.m. on the day preceding the Closing Date and the purchase price will be adjusted on the following basis:

ADJUSTMENTS/PRORATIONS. All income and expenses of the Property shall be apportioned as of 12:01 a.m. on the day of Closing (the “Cutoff Time”), with the income and expenses accrued prior to the Cutoff Time being allocated to Seller and the income and expenses accruing on and after the Cutoff Time being allocated to Purchaser, all as set forth in more detail below. Such prorated items shall include without limitation the following: (i) the fixed annual rental payment, and any other items payable by the tenant to Elmsford 1705 that are not otherwise adjusted and apportioned pursuant to this Section 7.2, under Ground Lease; (ii) all Rents; (iii) all Taxes with respect to the Property that are payable in the calendar or fiscal year of the taxing authority in which the Closing occurs, as applicable; (iv) utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dated not more than ten (10) Business Days prior to Closing) or, if unmetered, on the basis of a current ▇▇▇▇ for each such utility; (v) value of fuel stored on the Property, at the price then charged by Seller’s supplier, including any taxes, as shown on the invoices of Seller’s supplier and based upon a reading of the level(s) of such fuel tank(s) performed by Seller’s supplier no more than ten (10) Business Days prior to the Closing Date; (vi) charges under transferable licenses or permitted renewals or replacements thereof, to the extent solely relating to any of Property and actually transferred to Purchaser at the Closing; and (vii) any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in the county in which the Property is located. All of such adjustments and allocations shall be made in cash at Closing and shall be shown on the Closing Statement. The computation of the adjustments for the Closing Statement shall be jointly prepared by Purchaser and Seller in accordance with Section 7.3 of this Agreement using actual calculations through the Cutoff Time and, where necessary, estimated amounts. Any errors in the adjustments pursuant to this Article 7 shall be corrected by appropriate re-adjustment between Seller and Purchaser after the Closing, provided that written notice of any such error, with supporting calculations, shall be given by Purchaser to Seller or by Seller to Purchaser, as the case may be, no later than thirty (30) day...

ADJUSTMENTS/PRORATIONS. A. The Purchase Price shall be adjusted dollar for dollar for any Assumed Liabilities, other than (i) real estate leases and (ii) except as set forth on Exhibit 1.3. B. Any liability, accrued or unaccrued, for taxes from operation of the Facilities or the Business prior to Closing shall be discharged by the Sellers promptly and in their entirety. Any taxes from operation of the Facilities or the Business after the Closing Date shall be discharged by the Buyer in their entirety. For this purpose, "taxes" shall include federal income taxes, and any and all business related taxes including, but not limited to, franchise and excise taxes, sales and use tax, gross receipt taxes, state and federal employee income tax withholding, Federal Social Security Tax (FICA) withholding, employment taxes, ad valorem personal property taxes, and business or license fees or any other tax applicable to the Facilities or the Business. In no event shall Buyer be liable for income, transfer, sales, use and other taxes arising from or in connection with the consummation of the transactions contemplated hereby.