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., Atlanta, Georgia time, on the day before Closing, if the balance of the Purchase Price is received by Escrow Agent by 1:00 p.m., Atlanta, Georgia time, on the day of Closing (and as of 11:59 p.m., Atlanta, Georgia time, on the day of Closing if the balance of the Purchase Price is not timely received by Escrow Agent), all income and expenses with respect to the Property and payable to or by the owner of the Property, expressly excluding all such expenses which are required to be paid directly by a tenant or occupant of the Property pursuant to the terms of a lease or other written agreement with a tenant or other occupant (it being understood that Seller shall have no responsibility for paying same), including, without limitation, the following to the extent applicable: (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) charges for water, sewer, electricity, gas, fuel and other utility charges payable by Seller, all of which to the extent applicable (if any) 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; (iv) intentionally deleted; (v) amounts prepaid and amounts accrued but unpaid on service contracts entered into and permitted pursuant to Section 13.4 (if any) which are to be assumed by Purchaser; (vi) association fees and other common area charges; and (vii) periodic fees for licenses, permits or other authorizations with respect to the Property. For the purposes of this Section 7.1.1, the tenant under the Empire Lease (defined below) shall be deemed to have prepaid base rent during the “free rent” period under the Empire Lease at the base monthly rent payable during the first full month after the expiration of the “free rent” period and, therefore, in the proration of the Tenant Payments pursuant to this Section 7.1.1, Purchaser shall receive a credit for such deemed rent with respect to the “free rent” period under the Empire Lease from and after the date of the Closing. Assuming that the “Commencement Date” under the Empire Lease is December 16, 2014, and the Closing occurs on the scheduled Closing Date of December 29, 2014, the credit against the Purchase Price for the portion of the free rent period following the Closing Date shall be $121,391.19 based on a per diem rent credit of $886.07 per day to January 15, 2015, plus four (4) months at $26,582 per month, with the free rent period ending May 15, 2015. The adjustment obligations in this Section 7.1.1 shall survive the Closing for a period of one hundred twenty (120) days, except that if the final ▇▇▇▇ for real estate taxes and assessments with respect to the Property for the calendar year in which the Closing occurs has not been received, such obligations with respect to such real estate taxes and governmental assessments shall survive for a period of one (1) year.