Common use of Closing Prorations Clause in Contracts

Closing Prorations. Purchaser shall obtain its own insurance coverage for the Property at Closing. Property expenses, including charges under the continuing Operating Agreements assumed by Purchaser, collected rents, and ad valorem taxes on the Property shall be prorated at the Closing, effective as of the Closing date, using the latest available computations of such items. Utilities shall be prorated between the parties at Closing. Purchaser shall have all utilities in Seller's name transferred to Purchaser's name promptly following the Closing. All expenses which are prorated at Closing (exclusive of any unknown claims related thereto, which shall remain the responsibility of Seller) shall be deemed a final proration and Purchaser shall be responsible for payment of such items when due. Except as prorated between the parties at Closing or as otherwise agreed by the parties in accordance with this paragraph and paragraph 10A, Seller shall be responsible for all property expenses incurred, undertaken, or contracted for prior to Closing, and agrees to indemnify and hold Purchaser harmless from any claim, cost, or cause of action arising from any such expenses and liabilities, including court costs and attorney's fees in the defense thereof or in the enforcement of this indemnity. Tenant security deposits in the possession of Seller and prepaid rents shall be credited to Purchaser. Included in this sale are all delinquent rental accounts and all rents, issues, and profits of the Properties due or which may become due after Closing relating to periods occurring prior to Closing. In addition to the purchase price, Purchaser shall pay Seller for Seller's prorata share of delinquent tenant rental accounts, exclusive of late charges and/or interest, at face value, but specifically excluding payment for delinquent accounts of tenants in Material Default (hereinafter defined), as of the Closing Date. Purchaser shall also pay Seller at Closing for Seller's prorata share of tenant reimbursements for CAM and real estate taxes due after Closing based upon the most recent estimate of such amounts as used in Seller's ledgers to accrue for such items, specifically excluding any payment for reimbursables of tenants in Material Default as of the Closing Date. As used in this paragraph, Material Default shall mean any tenant (i) whose rental account is more than ninety (90) days delinquent, (ii) who is in bankruptcy or insolvency proceedings, (iii) has vacated the Property and is delinquent in payment of rent for more than thirty (30) days, or (iv) has indicated in writing its inability or refusal to pay its account. Subject only to the payments and prorations set forth in this paragraph, all rent issues and profits of the Properties of every nature due or paid after Closing shall be the property of Purchaser.

Closing Prorations. Purchaser shall obtain its own insurance coverage (a) The Crossroads Entities and the ENN Entities agree to adjust, as of the Cutoff Time, in accordance with the provisions of this Section 8, the following (collectively, the "Proration Items"): Impositions, utility bills, rents and other payments under the Tenant Leases, franchise fees under the Franchise Agreements, amounts due under the Hotel Contracts, Guest Ledger Receivables, and Bookings. The Crossroads Entities will be charged and credited for the Property at Closing. Property expenses, amounts of all of the Proration Items relating to the period up to and including charges under the continuing Operating Agreements assumed by Purchaser, collected rentsCutoff Time, and ad valorem taxes the ENN Entities will be charged and credited for all of the Proration Items relating to the period after the Cutoff Time. Preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by the Crossroads Entities and submitted to the ENN Entities for the ENN Entities' approval prior to the Settlement Date (the "Settlement Statement"). The Settlement Statement, once agreed upon, shall be signed by the Crossroads Entities and the ENN Entities and delivered for purposes of making the preliminary proration adjustment on the Property Settlement Date which shall be prorated at the Closing, effective as of the Closing date, using subject to the latest available computations of such itemsfinal cash settlement provided for below. Utilities The preliminary proration shall be prorated between paid on the parties at Closing. Purchaser shall have all utilities in Seller's name transferred to Purchaser's name promptly following the Closing. All expenses which are prorated at Closing (exclusive of any unknown claims related thereto, which shall remain the responsibility of Seller) shall be deemed a final proration and Purchaser shall be responsible for payment of such items when due. Except as prorated between the parties at Closing or as otherwise agreed Settlement Date by the parties ENN Entities to the Crossroads Entities (if the preliminary prorations result in accordance with this paragraph and paragraph 10A, Seller shall be responsible for all property expenses incurred, undertaken, a net credit to the Crossroads Entities) or contracted for prior by the Crossroads Entities to Closing, and agrees the ENN Entities (if the preliminary prorations result in a net credit to indemnify and hold Purchaser harmless from any claim, cost, or cause of action arising from any such expenses and liabilities, including court costs and attorney's fees in the defense thereof or in ENN Entities). If the enforcement of this indemnity. Tenant security deposits in the possession of Seller and prepaid rents shall be credited to Purchaser. Included in this sale are all delinquent rental accounts and all rents, issues, and profits actual amounts of the Properties due or which may become due after Closing relating to periods occurring prior to Closing. In addition to the purchase price, Purchaser shall pay Seller for Seller's prorata share of delinquent tenant rental accounts, exclusive of late charges and/or interest, at face value, but specifically excluding payment for delinquent accounts of tenants in Material Default (hereinafter defined), Proration Items are not known as of the Closing Date. Purchaser shall also pay Seller at Closing for Seller's prorata share of tenant reimbursements for CAM and real estate taxes due after Closing based upon Cutoff Time, the most recent estimate of such amounts as used in Seller's ledgers to accrue for such items, specifically excluding any payment for reimbursables of tenants in Material Default as prorations will be made on the Settlement Date on the basis of the Closing best evidence then available; thereafter, when actual amounts are determined (not to exceed 120 days after the Settlement Date), re-prorations will be made on the basis of the actual amounts, and a final cash settlement will be made between the Crossroads Entities and the ENN Entities. As used No prorations will be made in this paragraphrelation to insurance premiums, Material Default and the Crossroads Entities' insurance policies will not be assigned to the ENN Entities for any of the Excluded Hotels. All calculations shall mean be made on an accrual basis and in substantial accordance with the Uniform System of Accounts for Hotels, "Eighth Revised Edition", 1986, as revised and adopted by the Hotel Association of New York City, Inc. from time to time. For a period of 60 days following the date of the final re-proration, the parties shall have a right to inspect and audit the other parties' books and records relating to prorations and any tenant re-prorations adjustments necessary upon five (i5) whose rental account days' prior written notice and provided that such inspection or audit is more than ninety (90) days delinquent, (ii) conducted during normal business hours and at the offices of the party who is in bankruptcy subject to such inspection or insolvency proceedings, (iii) has vacated audit. The provisions of this Section 8 will survive the Property and is delinquent in payment of rent for more than thirty (30) days, or (iv) has indicated in writing its inability or refusal to pay its account. Subject only to the payments and prorations set forth in this paragraph, all rent issues and profits of the Properties of every nature due or paid after Closing shall be the property of PurchaserClosing.

Closing Prorations. Purchaser shall obtain its own insurance coverage (a) The Prime Entities and the ENN Entities agree to adjust, as of the Cutoff Time, in accordance with the provisions of this Section 8, the following (collectively, the "Proration Items"): Impositions, utility bills, rents and other payments under the Tenant Leases, franchise fees under the Franchise Agreements, amounts due under the Hotel Contracts, Guest Ledger Receivables, and Bookings. The Prime Entities will be charged and credited for the Property at Closing. Property expenses, amounts of all of the Proration Items relating to the period up to and including charges under the continuing Operating Agreements assumed by Purchaser, collected rentsCutoff Time, and ad valorem taxes the ENN Entities will be charged and credited for all of the Proration Items relating to the period after the Cutoff Time. Preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by the Prime Entities and submitted to the ENN Entities for the ENN Entities' approval prior to the Settlement Date (the "Settlement Statement"). The Settlement Statement, once agreed upon, shall be signed by the Prime Entities and the ENN Entities and delivered for purposes of making the preliminary proration adjustment on the Property Settlement Date which shall be prorated at the Closing, effective as of the Closing date, using subject to the latest available computations of such itemsfinal cash settlement provided for below. Utilities The preliminary proration shall be prorated between paid on the parties at Closing. Purchaser shall have all utilities in Seller's name transferred to Purchaser's name promptly following the Closing. All expenses which are prorated at Closing (exclusive of any unknown claims related thereto, which shall remain the responsibility of Seller) shall be deemed a final proration and Purchaser shall be responsible for payment of such items when due. Except as prorated between the parties at Closing or as otherwise agreed Settlement Date by the parties ENN Entities to the Prime Entities (if the preliminary prorations result in accordance with this paragraph and paragraph 10A, Seller shall be responsible for all property expenses incurred, undertaken, a net credit to the Prime Entities) or contracted for prior by the Prime Entities to Closing, and agrees the ENN Entities (if the preliminary prorations result in a net credit to indemnify and hold Purchaser harmless from any claim, cost, or cause of action arising from any such expenses and liabilities, including court costs and attorney's fees in the defense thereof or in ENN Entities). If the enforcement of this indemnity. Tenant security deposits in the possession of Seller and prepaid rents shall be credited to Purchaser. Included in this sale are all delinquent rental accounts and all rents, issues, and profits actual amounts of the Properties due or which may become due after Closing relating to periods occurring prior to Closing. In addition to the purchase price, Purchaser shall pay Seller for Seller's prorata share of delinquent tenant rental accounts, exclusive of late charges and/or interest, at face value, but specifically excluding payment for delinquent accounts of tenants in Material Default (hereinafter defined), Proration Items are not known as of the Closing Date. Purchaser shall also pay Seller at Closing for Seller's prorata share of tenant reimbursements for CAM and real estate taxes due after Closing based upon Cutoff Time, the most recent estimate of such amounts as used in Seller's ledgers to accrue for such items, specifically excluding any payment for reimbursables of tenants in Material Default as prorations will be made on the Settlement Date on the basis of the Closing best evidence then available; thereafter, when actual amounts are determined (not to exceed 120 days after the Settlement Date), re-prorations will be made on the basis of the actual amounts, and a final cash settlement will be made between the Prime Entities and the ENN Entities. As used All calculations shall be made on an accrual basis and in this paragraphsubstantial accordance with generally accepted accounting principles and the Uniform System of Accounts for Hotels, Material Default "Eighth Revised Edition", 1986, as revised and adopted by the Hotel Association of New York City, Inc. from time to time. For a period of 60 days following the date of the final re-proration, the parties shall mean have a right to inspect and audit the other parties' books and records relating to prorations and any tenant re-prorations adjustments necessary upon five (i5) whose rental account days' prior written notice and provided that such inspection or audit is more than ninety (90) days delinquent, (ii) conducted during normal business hours and at the offices of the party who is in bankruptcy subject to such inspection or insolvency proceedings, (iii) has vacated audit. The provisions of this Section 8 will survive the Property and is delinquent in payment of rent for more than thirty (30) days, or (iv) has indicated in writing its inability or refusal to pay its account. Subject only to the payments and prorations set forth in this paragraph, all rent issues and profits of the Properties of every nature due or paid after Closing shall be the property of PurchaserClosing.

Closing Prorations. Purchaser shall obtain its own insurance coverage for the Property at Closing. Property expenses, including charges under the continuing Operating Agreements assumed by Purchaser, collected rents, and ad valorem taxes on the Property shall be prorated at the Closing, effective as of the Closing date, using the latest available computations of such items. Utilities shall be prorated between the parties at Closing. Purchaser shall have all utilities in Seller's name transferred to Purchaser's name promptly following the Closing. All expenses which are prorated at Closing (exclusive of any unknown claims related thereto, which shall remain the responsibility of Seller) shall be deemed a final proration and Purchaser shall be responsible for payment of such items when due. Except as prorated between the parties at Closing or as otherwise agreed by the parties in accordance with this paragraph and paragraph 10A, Seller shall be responsible for all property expenses incurred, undertaken, or contracted for prior to Closing, and agrees to indemnify and hold Purchaser harmless from any claim, cost, or cause of action arising from any such expenses and liabilities, including court costs and attorney's fees in the defense thereof or in the enforcement of this indemnity. Tenant security deposits in the possession of Seller and prepaid rents shall be credited to Purchaser. Included in this sale are all delinquent rental accounts and all rents, issues, and profits of the Properties due or which may become due after Closing relating to periods occurring prior to Closing. In addition to the purchase price, Purchaser shall pay Seller for Seller's prorata share of delinquent tenant rental accounts, exclusive of late charges and/or interest, at face value, but specifically excluding payment for delinquent accounts of tenants in Material Default (hereinafter defined), as of the Closing Date. Purchaser shall also pay Seller at Closing for Seller's prorata share of tenant reimbursements for CAM and real estate taxes due after Closing based upon the most recent estimate of such amounts as used in Seller's ledgers to accrue for such items, specifically excluding any payment for reimbursables of tenants in Material Default as of the Closing Date. As used in this paragraph, Material Default shall mean any tenant (i) whose rental account is more than ninety (90) days delinquent, (ii) who is in bankruptcy or insolvency proceedings, (iii) has vacated the Property and is delinquent in payment of rent for more than thirty (30) days, or (iv) has indicated in writing its inability or refusal to pay its account. Subject only to the payments and prorations set forth in this paragraph, all rent issues and profits of the Properties of every nature due or paid after Closing shall be the property of Purchaser.,