Common use of Certain Items Prorated Clause in Contracts

Certain Items Prorated. In accordance with the notifications, Escrow Agent shall prorate between the parties (and the parties shall deposit funds therefor with Escrow Agent or shall instruct Escrow Agent to debit against sums held by Escrow Agent owing to such party), as of 11:59 p.m. on the day prior to Closing all income and expenses with respect to the Property and payable to or by the owner of the Property, including, without limitation: (I) all real property taxes and assessments on the basis of the fiscal period for which assessed (if the Closing shall occur before the tax rate is fixed, the apportionment of taxes shall be based on the tax rate for the preceding period applied to the latest assessed valuation and after the Closing, when the actual real property taxes are finally fixed, Seller and Purchaser shall promptly make a recalculation of such proration, and the appropriate party shall make the applicable payment reflecting the recalculation to the other party); (II) rents and other tenant payments and tenant reimbursements (collectively, "TENANT PAYMENTS") if any, received under the Leases; (III) Tenant Payments, whether collected or not, for any tenant which is not delinquent on all Tenant Payments through the month prior to the month of the Closing; (IV) charges for water, sewer, electricity, gas, fuel and other utility charges, all of which shall be read promptly before Closing, unless Seller elects to close its own applicable account, in which event Purchaser shall open its own account and the respective charges shall not be prorated; (V) amounts prepaid and amounts accrued but unpaid on Contracts which are to be assumed by Purchaser; and (VI) periodic fees for licenses, permits or other authorizations with respect to the Property. The adjustment obligation in item (i) above shall survive the Closing pursuant to SECTION 7.1.5(2).

Certain Items Prorated. In accordance with the notifications, Escrow Agent shall prorate between the parties (and the parties shall deposit funds therefor with Escrow Agent or shall instruct Escrow Agent to debit against sums held by Escrow Agent owing to such party), as of 11:59 p.m. on the day prior to Closing all All income and expenses with respect to the Property and payable to or by Seller shall be prorated between the owner Parties as of the PropertyAdjustment Point, including, without limitation: (Ii) all real estate taxes, special assessments and personal property taxes levied or assessed on or against the Real Property or the Personal Property for the calendar or fiscal year, as the case may be, in which the Closing Date occurs (such taxes and assessments to be prorated on the an accrual basis between Seller and Buyer as of the fiscal Adjustment Point); (ii) assessments payable in annual installments, with Seller responsible for any prior installments and the portion of any current installments allocable to the period for which assessed (if prior to the Closing shall occur before and Buyer responsible for any future installments and the tax rate is fixed, the apportionment portion of taxes shall be based on the tax rate for the preceding period applied any current installments allocable to the latest assessed valuation and period on or after the Closing, when the actual real property taxes are finally fixed, Seller and Purchaser shall promptly make a recalculation of such proration, and the appropriate party shall make the applicable payment reflecting the recalculation to the other party); (IIiii) rents and other tenant payments and tenant reimbursements (collectively, "TENANT PAYMENTS") if any, Tenant Payments received under the Leases; (III) Tenant Payments, whether collected or not, for any tenant which is not delinquent on all Tenant Payments through the month prior to the month of the Closing; (IViv) charges for water, sewer, electricity, gas, fuel and other utility charges, all of which shall be read promptly based on meter readings within one day before Closing, to the extent available, unless Seller elects to close its own applicable account, in which event Purchaser Buyer shall open its own account and the respective applicable charges shall not be prorated; (Vv) amounts prepaid and amounts accrued but unpaid on Contracts which are to be assumed by PurchaserNon-Terminated Contracts; and (VIvi) periodic fees for licensesApprovals. In accordance with provision 7.1.1(i) set forth above, permits or other authorizations with respect at the Closing, the Buyer shall receive a credit against the Purchase Price equal to all accrued and unpaid taxes and assessments attributable to a period through the Adjustment Point (including, without limitation, all taxes and assessments attributable to the Propertyyear prior to the Closing but not payable until after the Closing and all taxes and assessments attributable to the year in which the Closing occurs but not payable until the following year). The adjustment obligation in item (i) above shall survive credit for accrued taxes and assessments for which bills have not been issued as of the Closing pursuant to SECTION 7.1.5(2)Date shall be based on the then most recent taxes and assessments.

Certain Items Prorated. In accordance with the notifications, Escrow Agent shall prorate between the parties (and the parties shall deposit funds therefor with Escrow Agent or shall instruct Escrow Agent to debit against sums held by Escrow Agent owing to such party), as of 11:59 p.m. on the day prior to Closing the Closing, all income and expenses with respect to the Property and payable to or by the owner of the Property, including, without limitation: (I) all real property taxes and assessments on the basis of the fiscal period for which assessed (if the Closing shall occur before the tax rate is fixed, the apportionment of taxes shall be based on the tax rate for the preceding period applied to the latest assessed valuation valuation, and after the Closing, when the actual real property taxes are finally fixed, Seller and Purchaser Buyer shall promptly make a recalculation of such proration, and the appropriate party shall make the applicable payment reflecting the recalculation to the other party); (II) rents and rents, other tenant payments and tenant reimbursements (collectively, "TENANT PAYMENTSTenant Payments") if any, received under the Leases; (III) Tenant Payments, whether collected or not, for any tenant which is not delinquent on all Tenant Payments through the month prior to the month of the Closing; (IV) charges for water, sewer, electricity, gas, fuel and other utility charges, all of which shall be read promptly before Closing, unless Seller elects to close its own applicable account, in which event Purchaser Buyer shall open its own account and the respective charges shall not be prorated; (IV) the cost, based on the invoices of Seller's suppliers, of all building supplies (but not building materials) all in unopened containers, in accordance with an inventory to be made by Seller as of a date not more than ten days preceding the Closing; (V) amounts prepaid and amounts accrued but unpaid on the Contracts which are to be assumed by PurchaserBuyer; and (VI) periodic fees for licenses, permits or other authorizations authori-zations with respect to the Property. The adjustment obligation in item (iI) above shall survive the Closing pursuant to SECTION 7.1.5(2)Closing.

Certain Items Prorated. In accordance with the notifications, Escrow Agent The following shall prorate be prorated between the parties (and the parties shall deposit funds therefor with Escrow Agent or shall instruct Escrow Agent to debit against sums held by Escrow Agent owing to such party)parties, as of 11:59 p.m. on of the day prior to the Closing so that Seller shall receive credit from Purchaser for eighty percent (80%) of all expenditures made pertaining to the Real Property or Facilities for periods on or after Closing, Purchaser shall receive credit from Seller for eighty percent (80%) of all income received by Seller attributable to periods on or after Closing, Seller shall receive one hundred percent of the income attributable to periods prior to Closing and shall pay one hundred percent of the expenses attributable to periods prior to Closing, all with respect to: all income and expenses with respect to the Property and payable to or by the owner of the Property, including, without limitation: (Ii) all real property taxes and assessments on the basis of the fiscal period for which assessed (if the Closing shall occur before the tax rate is fixed, the apportionment of taxes shall be based on the tax rate for the preceding period applied to the latest assessed valuation and after the Closing, when the actual real property taxes are finally fixed, Seller and Purchaser shall promptly make a recalculation of such proration, and the appropriate party shall make the applicable payment reflecting the recalculation to the other party); (IIii) rents and other tenant payments and tenant reimbursements (collectively, "TENANT PAYMENTS"“Tenant Payments”) if any, received under the Leases, subject to Section 11(e); (III) Tenant Payments, whether collected or not, for any tenant which is not delinquent on all Tenant Payments through the month prior to the month of the Closing; (IViii) charges for water, sewer, electricity, gas, fuel and other utility charges, all of which shall be read promptly before Closing, unless Seller elects to close its own applicable account, in which event Purchaser shall open its own account and the respective charges shall not be prorated; (Viv) amounts prepaid and amounts accrued but unpaid on Contracts which are service contracts and management contracts pertaining to be assumed by Purchaserthe Real Property or Facilities; and (VIv) periodic fees for licenses, permits or other authorizations with respect to the Property. The adjustment obligation in item (i) above of the parties to recalculate the proration of taxes shall survive the Closing pursuant to SECTION 7.1.5(2)for a period of twelve (12) months.

Certain Items Prorated. In accordance with the notifications, Escrow Agent shall prorate between the parties (and the parties shall deposit funds therefor with Escrow Agent or shall instruct Escrow Agent to debit against sums held by Escrow Agent owing to such party), as of 11:59 p.m. 12:01 a.m. on the day prior to Closing of Closing, all income and expenses with respect to the Property and payable to or by the owner of the Property, including, without limitation: (Ii) all real property taxes and assessments on the basis of the fiscal period for which assessed (if the Closing shall occur before the tax rate is fixed, the apportionment of taxes shall be based on the tax rate for the preceding period applied to the latest assessed valuation and after the Closing, when the actual real property taxes are finally fixed, Seller and Purchaser shall promptly make a recalculation of such proration, and the appropriate party shall make the applicable payment reflecting the recalculation to the other party); (IIii) rents and other tenant payments and tenant reimbursements (collectively, "TENANT PAYMENTS") “Tenant Payments”), if any, received under the Leases; (IIIiii) Tenant Payments, whether collected or not, for any tenant which is not delinquent on all Tenant Payments through the month prior to the month of the Closing; (IViv) charges for water, sewer, electricity, gas, fuel and other utility charges, all of which shall be read promptly before Closing, unless Seller elects to close its own applicable account, in which event Purchaser shall open its own account and the respective charges shall not be prorated; (Vv) amounts prepaid and amounts accrued but unpaid on Contracts which are to be assumed by Purchaserthe Assumed Contracts; and (VIvi) periodic fees for licenses, permits or other authorizations with respect to the Property. The adjustment obligation in item (i) above shall survive the Closing pursuant to SECTION 7.1.5(2)Closing.

Certain Items Prorated. In accordance with the notifications, Escrow Agent shall prorate between the parties (and the parties shall deposit funds therefor with Escrow Agent or shall instruct Escrow Agent to debit against sums held by Escrow Agent owing to such party), either a) as of 11:59 p.m. on the day of Closing if the balance of the Purchase Price is received by Escrow Agent on the date of Closing or b) as of 11:59 p.m. on the day prior to the Closing if the balance of the Purchase Price is received by Escrow Agent on the day prior to the date of Closing, all income and expenses with respect to the Property and payable to or by the owner of the Property, including, without limitation: (I) all real property taxes and assessments on the basis of the fiscal period for which assessed (if the Closing shall occur before the tax rate is fixed, the apportionment of taxes shall be based on the tax rate for the preceding period applied to the latest assessed valuation and after the Closing, when the actual real property taxes are finally fixed, Seller and Purchaser shall promptly make a recalculation of such proration, and the appropriate party shall make the applicable payment reflecting the recalculation to the other party); (II) rents and other tenant payments and tenant reimbursements (collectively, "TENANT PAYMENTS") if any, received under the Leases; (III) Tenant Payments, whether collected or not, for any tenant which is not delinquent on all Tenant Payments through the month prior to the month of the Closing; (IV) charges for water, sewer, electricity, gas, fuel and other utility charges, all of which shall be read promptly before Closing, unless Seller elects to close its own applicable account, in which event Purchaser shall open its own account and the respective charges shall not be prorated; (Vv) amounts prepaid and amounts accrued but unpaid on Contracts which are to be assumed by Purchaser; and (VIvi) periodic fees for licenses, permits or other authorizations with respect to the Property. The adjustment obligation in item (i) above shall survive the Closing pursuant to SECTION 7.1.5(2).

Certain Items Prorated. In accordance with the notifications, Escrow Agent shall prorate between the parties (and the parties shall deposit funds therefor with Escrow Agent or shall instruct Escrow Agent to debit against sums held by Escrow Agent owing to such party), as of 11:59 p.m. on of the day prior to Closing the Closing, all income and expenses (which expenses shall be based upon the periods to which they relate and are applicable, and regardless of when payable) with respect to the Property and payable to or by the owner of the Property, including, without limitation: (Ii) all real property taxes and assessments on the basis of the fiscal period for which assessed (if the Closing shall occur before the tax rate is fixed, the apportionment of taxes shall be based on the tax rate for the preceding period applied to the latest assessed valuation and after the Closing, when the actual real property taxes are finally fixed, Seller and Purchaser shall promptly make a recalculation of such proration, and the appropriate party shall make the applicable payment reflecting the recalculation to the other party); (IIii) rents and other tenant payments and tenant reimbursements (collectively, "TENANT PAYMENTS"“Tenant Payments”) if any, received under the Leases; (III) Tenant Payments, whether collected or not, for any tenant which is not delinquent on all Tenant Payments through the month prior to the month of the Closing; (IViii) charges for water, sewer, electricity, gas, fuel and other utility charges, all of which shall be read promptly before Closing, unless Seller elects to close its own applicable account, in which event Purchaser shall open its own account and the respective charges shall not be prorated; (Viv) amounts prepaid and amounts accrued but unpaid on Contracts service contracts and management contracts which are to be assumed by Purchaser; and (VIv) periodic fees for licenses, permits or other authorizations with respect to the Property. The adjustment obligation in item (i) above of the parties to recalculate the proration of taxes shall survive the Closing pursuant to SECTION 7.1.5(2)Closing.

Certain Items Prorated. In accordance with the notifications, Escrow Agent shall prorate between the parties (and the parties shall deposit funds therefor with Escrow Agent or shall instruct Escrow Agent to debit against sums held by Escrow Agent owing to such party), as of 11:59 p.m. on the day prior to Closing the Closing, all income and expenses with respect to the Property and payable to or by the owner of the PropertyProperty (and excluding those expenses related to the Property paid directly by any tenant), including, without limitation: (Ii) all real property taxes and assessments on the basis of the fiscal period for which assessed (if the Closing shall occur before the tax rate is fixed, the apportionment of taxes shall be based on the tax rate for the preceding period applied to the latest assessed valuation and after the Closing, when the actual real property taxes are finally fixed, Seller and Purchaser shall promptly make a recalculation of such proration, and the appropriate party shall make the applicable payment reflecting the recalculation to the other party); (IIii) rents and other tenant payments and tenant reimbursements (collectively, "TENANT PAYMENTS") if any, received under the LeasesLease; (III) Tenant Payments, whether collected or not, for any tenant which is not delinquent on all Tenant Payments through the month prior to the month of the Closing; (IViii) charges for water, sewer, electricity, gas, fuel and other utility charges, all of which shall be read promptly before Closing, unless Seller elects to close its own applicable account, in which event Purchaser shall open its own account and the respective charges shall not be prorated; (Viv) amounts prepaid and amounts accrued but unpaid on the Contracts which are to be assumed by Purchaser; and (VIv) periodic fees for licenses, permits or other authorizations with respect to the Property. The adjustment obligation in item (i) above shall survive the Closing pursuant to SECTION 7.1.5(2).