Apportionments Clause Samples

Apportionments. 12.01. The following apportionments shall be made between the parties at the Closing as of the close of business on the day prior to the Closing Date: (a) prepaid rents and Additional Rents (as defined in §12.03); (b) interest on the Existing Mortgage(s); (c) real estate taxes, water charges, sewer rents and vault charges, if any, on the basis of the fiscal period for which assessed, except that if there is a water meter on the Premises, apportionment at the Closing shall be based on the last available reading, subject to adjustment after the Closing when the next reading is available; (d) wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Premises whose employment was not terminated at or prior to the Closing; (e) value of fuel stored on the Premises, at the price then charged by Seller's supplier, including any taxes; (f) charges under transferable Service Contracts or permitted renewals or replacements thereof; (g) permitted administrative charges, if any, on tenants' security deposits; (h) dues to rent stabilization associations, if any; (i) insurance premiums on transferable insurance policies listed on a schedule hereto or permitted renewals thereof; (j) Reletting Expenses under §6.02, if any; and (k) any other items listed in Schedule D. If the Closing shall occur before a new tax rate is fixed, the apportionment of taxes at the Closing shall be upon the basis of the old tax rate for the preceding period applied to latest assessed valuation. Promptly after the new tax rate is fixed, the apportionment of taxes shall be recomputed. Any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected, which obligations shall survive the Closing.

Apportionments. The terms and provisions of this Section 2.7 shall apply with respect to each of the Real Properties set forth on Schedule 2.7 (each, a “Golf Course Property” and collectively, the “Golf Course Properties”). (a) The prorations and apportionments (the “Apportionments”) hereunder for each Golf Course Property shall be jointly prepared by OpCo and REIT on or before the Effective Date on the basis of actual and estimated amounts as provided in Section 2.7(b) of this Agreement. In the event any Apportionments made under this Agreement shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same during the ninety (90) day period after the Effective Date. To the extent it shall be determined that a party was initially allocated any amount of the Apportionments in excess of the amount to which it is entitled hereunder, such party shall remit such excess amount to the other party within ten (10) days after such determination. The Apportionments, as adjusted, if applicable, during said ninety (90) day period shall be conclusive and binding on OpCo and REIT. (b) The following shall be apportioned as of the close of business on the day immediately preceding the Effective Date: (i) real property taxes, sewer taxes and rents, vault taxes and any other governmental taxes and charges levied or assessed against the applicable Golf Course Property or the use thereof, on the basis of the respective fiscal years for which each is assessed; (ii) water rates and charges, unless the direct responsibility of any tenant of the applicable Golf Course Property; (iii) annual license, permit and inspection fees, if any; (iv) fuel (as estimated by OpCo’s supplier, at OpCo’s cost, together with sales tax) and steam, gas, electricity charges and all other utilities which are supplied to the applicable Golf Course Property (except to the extent the same are the direct responsibility of any tenant of the applicable Golf Course Property); (v) rents and all other charges (including reimbursement payments) payable under any lease with a tenant of the applicable Golf Course Property as and when collected; provided, however, that if any rents under any leases shall be accrued and unpaid at the Effective Date, the rents collected by REIT on or after the Effective Date shall first be applied to all rents due and payable for the calendar month in which the Effective Date occurs; next to all rent due OpCo and payable for the month immediately ...

Apportionments. The following apportionments shall be made between Seller and Purchaser as of 11:59 p.m. local time at the Property, on the day immediately preceding the Closing Date (the “Apportionment Date”). (a) Amounts paid or payable under the Leases, under any new leases executed after the date of this Agreement pursuant to the provisions hereof and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease...

Apportionments. (a) The following shall be apportioned between Seller and Purchaser as of Midnight on the day immediately preceding the Closing Date (the “Apportionment Date”): (i) personal property taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Subject Property (collectively, the “Taxes”), on the basis of the respective periods for which each is assessed or imposed, to be apportioned in accordance with Subsection (b) below; (ii) water charges to be apportioned in accordance with Subsection (c) below; (iii) charges for electricity, telephone, television, gas and any other utilities (collectively, “Utilities”) made by the utility companies servicing the Subject Property to be apportioned in accordance with Subsection (d) below. Transferable utility deposits, if any, for which Purchaser shall reimburse Seller if same be assigned; (iv) Intentionally omitted; Kdills/vcg/(*NAME CONFIDENTIAL*)/sales agreement.doc MAG - V. 8 FINAL Portions of this exhibits indicated by “(*[TEXT]*)” have been omitted pursuant to a request for confidential treatment and such omitted portions have been filed separately with the Securities and Exchange Commission. (v) all other expenses previously incurred by Seller, but not paid as of the date of Closing, which shall be allocated pursuant to Subsection (h) below. (b) Taxes shall be apportioned on the basis of the fiscal period for which assessed. (c) If there are water meters at the Subject Property, Seller shall endeavor to have the water utility read the meters on or immediately prior to the Closing Date. Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as such readings are obtained, water charges shall be prorated as of the Closing Date based upon the per diem rate obtained by using the last period and bills for such charges that are available. (d) The Utilities shall be apportioned (i) by having utility company make a final meter reading on or immediately prior to the Closing Date, the payment of which shall be Seller’s responsibility, or (ii) if such readings cannot be obtained, on the basis of the most recent bills that are available. Purchaser shall be responsible for all utility charges after the Closing Date. (e) Intentionally omitted; (f) All amounts due or payable after Closing pursuant to any of the Contracts shall be paid in full by Seller at Closing. (g) Intenti...

Apportionments. 5.1 The Council shall be responsible for all emoluments and outgoings in respect of the School Employees (including all wages, bonuses, commission, premiums, subscriptions, PAYE and national insurance contributions and pension contributions) which are attributable in whole or in part to the period up to but not including the Transfer Date, and will pay such liabilities in the ordinary course prior to the Transfer Date and hereby indemnifies the Company (both for itself and any Contractor) against all Losses incurred by the Company or any Contractor in respect of the same. 5.2 The Company shall be responsible for all emoluments and outgoings in respect of the Transferring Employees (including all wages, bonuses, commission, premiums, subscriptions, PAYE and national insurance contributions and pension contributions) which are attributable in whole or in part to the period from (and including) the Transfer Date, and will indemnify the Council against Losses in respect of the same.

Apportionments. All property related items of income and expense, including but not limited to the following, shall be apportioned between Seller and Buyer as of 11:59 p.m. on the day prior to the Closing Date (the “Pro Ration Date”) as follows:

Apportionments. All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts shall be apportioned between the Customer and the Supplier and/or the Replacement Supplier and the Supplier (as applicable) as follows: the amounts shall be annualised and divided by 365 to reach a daily rate; the Customer shall be responsible for (or shall procure that the Replacement Supplier shall be responsible for) or entitled to (as the case may be) that part of the value of the invoice pro rata to the number of complete days following the transfer, multiplied by the daily rate; and the Supplier shall be responsible for or entitled to (as the case may be) the rest of the invoice. Each Party shall pay (and/or the Customer shall procure that the Replacement Supplier shall pay) any monies due under paragraph 12.1 of this Contract Schedule 2 as soon as reasonably practicable.

Apportionments. (a) Expenses for power and utilities charges, prepaid expenses, sewer and water rents and taxes, real estate taxes and assessments and "minimum", "fixed" or "base" rent due and payable under the Leases (including, so called "escalation rent", "additional rent", or "operating expenses" collectively, "Operating Expenses") and similar prepaid items for the Leases shall be prorated between Seller and Buyer as of the Closing Date and the net amount thereof shall be promptly paid to Buyer or Seller or credited to Buyer, as the case may be, as soon as practicable following the Closing Date but, in any event, not later than 10 business days following the Closing Date, on the basis of the fiscal or calendar year for which assessed and based on a three hundred sixty (360) day year and a thirty (30) day month. (b) Real estate taxes and assessments shall be prorated on the basis of the fiscal year for which the same are assessed. If the Closing Date shall occur either before an assessment is made or a tax rate is fixed for the tax period in which the Closing occurs, the proration shall be made on the basis of the tax rate for the preceding year applied to the latest assessed valuation. After the real estate taxes and assessments are finally fixed, Buyer and Seller shall make a recalculation and proration of the same, and Buyer or Seller, as the case may be, shall make an appropriate payment to the other based on such recalculation. If Buyer shall receive any refund issued to Buyer, as tenant, with respect to taxes for the period prior to the Closing, the amount of such refund received by Buyer shall be apportioned as of the Closing and the amount allocable to the period prior to the Closing shall be paid by Buyer to Seller within 10 days after such refund is received. The obligations of Seller under this paragraph shall survive the Closing.

Apportionments. The following charges, pro-rations and apportionments shall be made on a per diem basis between Purchaser and Seller at Closing as of 12:01 A.M. prevailing time in the City where the Property is located on the Closing Date on the basis of a 365-day year, with Purchaser deemed the owner of the Property on the entire Closing Date: