Common use of Proration Items Clause in Contracts

Proration Items. (a) At the Closing, the following adjustments and prorations shall be computed as of 12:01 a.m. (local time at each Property) on the Closing Date ("APPORTIONMENT TIME"). All items of revenue, cost and expense with respect to the period prior to the Apportionment Time shall be for the account of Seller. All revenues attributable to guests of the Hotels for the night prior to the Closing Date shall be for the account of Seller. All items of revenue, cost and expense of such Property with respect to the period from and after the Apportionment Time shall be for the account of Buyer or its designee. All adjustments and prorations shall be on an accrual basis in accordance with generally accepted accounting principles. Seller or its designee shall be entitled to receive any refunds of any taxes (real, personal or sales) for any periods prior to Closing, regardless of when received. (b) At the Closing, a fair and reasonable estimated accounting of all adjustments and prorations shall be performed and agreed to by Seller and Buyer. Subsequent final adjustments and payments (the "TRUE-UP") shall be made in cash or other immediately available funds as soon as practicable after the Closing Date for the Property based upon an accounting performed by the Seller and acceptable to Buyer. In the event the parties have not agreed with respect to the adjustments required to be made pursuant to this Paragraph 7.1 upon application by any such party, a certified public accountant reasonably acceptable to the parties hereto shall determine any such adjustments which have not theretofore been agreed to by the parties hereto. The charges for such accountant shall be borne equally by the parties to such disputed adjustment. All adjustments to be made as a result of the final results of the True-up shall be allocated as set forth above to the party entitled to such adjustment within thirty (30) days after the final determination thereof. The provisions of Paragraph 7 shall survive the Closing. Notwithstanding anything contained herein to the contrary, any amounts owed to Seller under this Paragraph 7 shall not be paid to Seller. Rather all such amounts shall be credited to Manager's contribution to Initial Working Capital under the Management Agreement.

Proration Items. (a) At the Closing, the following adjustments and prorations shall be computed as of 12:01 a.m. (local time at each Property) on the Closing Date ("APPORTIONMENT TIME"“Apportionment Time”). All items of revenue, cost and expense with respect to the period prior to the Apportionment Time shall be for the account of Seller. All revenues attributable to guests of the Hotels for the night prior to the Closing Date shall be for the account of Seller. All items of revenue, cost and expense of such Property with respect to the period from and after the Apportionment Time shall be for the account of Buyer or its designee. All adjustments and prorations shall be on an accrual basis in accordance with generally accepted accounting principles. Seller or its designee shall be entitled to receive any refunds of any taxes (real, personal or sales) for any periods prior to Closing, regardless of when received. (b) At the Closing, a fair and reasonable estimated accounting of all adjustments and prorations shall be performed and agreed to by Seller and Buyer. Subsequent final adjustments and payments (the "TRUE“True-UP"up”) shall be made in cash or other immediately available funds as soon as practicable after the Closing Date for the Property based upon an accounting performed by the Seller and acceptable to Buyer. In the event the parties have not agreed with respect to the adjustments required to be made pursuant to this Paragraph 7.1 upon application by any such party, a certified public accountant reasonably acceptable to the parties hereto shall determine any such adjustments which have not theretofore been agreed to by the parties hereto. The charges for such accountant shall be borne equally by the parties to such disputed adjustment. All adjustments to be made as a result of the final results of the True-up shall be allocated as set forth above to the party entitled to such adjustment within thirty (30) days after the final determination thereof. The provisions of Paragraph 7 shall survive the Closing. Notwithstanding anything contained herein to the contrary, any amounts owed to Seller under this Paragraph 7 shall not be paid to Seller. Rather all such amounts shall be credited to Manager's ’s contribution to Initial Working Capital under the Management Agreement.

Proration Items. (a) At the Closing, the The following adjustments and prorations shall be computed apportioned and adjusted between the parties as of 12:01 a.m. (local 5:00 pm, New York City time at each Property) on of the day preceding the Closing Date ("APPORTIONMENT TIMEthe Adjustment Date"): (a) Real estate and other taxes, assessments and charges, and other municipal and state charges, license and permit fees, water and sewer rents and charges, if any, on the basis of the fiscal period for which assessed or charged; (b) Water, electric, gas and other utility charges for service furnished to the Property; (c) Base rents and any other payments (the "Rents"). , actually paid under the terms of any Lease for the month of closing; (d) Any amounts paid to Seller or by Seller under Service Contracts which are accepted by Buyer and are being assigned to Buyer; (e) All items of revenue, cost costs associated with telephone directory listings and expense any other prepaid advertising which are accepted by Buyer with respect to the period prior Property; (f) Any other customary adjustments made in connection with the sale of similar properties; and (g) Refundable security deposits from current tenants as of the Closing Date. Seller will not assign to buyer any of the hazard insurance policies affecting the Property then in force. There will therefore be no proration of insurance costs at Closing. Except as may be otherwise provided herein, all other expenses which are attributable to the Apportionment Time shall be for the account of Seller. All revenues attributable to guests of the Hotels for the night period prior to the Closing Date shall be for the account obligation of Seller. All items of revenue, cost Seller and expense of such Property with respect those which are attributable to the period from and after the Apportionment Time Closing Date shall be the obligation of Buyer. For purposes of the foregoing apportionments and adjustments, the following procedures shall govern: (i) If the Closing Date shall occur before the real estate tax rate is fixed, the apportionment of such taxes shall be made upon the basis of the tax rate for the account of Buyer or its designee. All adjustments immediately preceding year, applied to the latest assessed valuation; (ii) If there are water meters on the Property, Seller shall furnish meter readings to a date not more than twenty (20) days prior to the Adjustment Date; and prorations the unfixed meter charges for the intervening time to the Adjustment Date shall be apportioned on an accrual the basis in accordance with generally accepted accounting principles. Seller or its designee of such meter readings, and any such meter charges for the period subsequent to the Adjustment Date shall be entitled to receive any refunds paid by Buyer; (iii) The apportionment of any taxes (real, personal or sales) utility charges shall be made upon the basis of charges shown on the latest available bills for any such utilities. The charges shown on such available bills for periods prior to Closing, regardless of when received. (b) At the Closing, a fair and reasonable estimated accounting of all adjustments and prorations Adjustment Date shall be performed paid by Seller, and agreed for the period from the date of each such last available utility ▇▇▇▇ to by Seller and Buyer. Subsequent final adjustments and payments (the "TRUE-UP") Adjustment Date an apportionment shall be made in cash or other immediately based on the amount charged for the period covered by such last available funds ▇▇▇▇; (iv) All taxes, water and sewer charges and current installments for assessments for public improvements which are liens upon the Property as soon of the Closing Date, will be allowed to Buyer as practicable a credit against the Purchase Price, subject to apportionment as herein provided, and the existence of any such lien shall not constitute an objection to title; (v) If any tenants pay Rents collected by Buyer after the Closing Date for which are attributable in whole or in part to any period prior to the Property based upon an accounting performed Closing Date, Buyer shall promptly pay to Seller, Seller's proportionate share thereof; (vi) If any tenants pay Rents collected by Seller which are attributable in whole or in part to any period after the Closing Date, Seller and acceptable shall promptly pay to Buyer. In , Buyer's proportionate share thereof; (vii) If any tenant is in arrears in the event payment of Rents on the parties have not agreed with respect Closing Date, Rents received from such tenant after the Closing Date shall be applied in the following order of priority: (a) first to pay any rents then due and owing for any period subsequent to the adjustments required Closing Date and (b) then to pay any rent owning for any period prior to the Closing Date. If Rents or any portion thereof are received by Seller or Buyer after the Closing Date and are payable to the other party by reason of this allocation, the appropriate sum shall be made promptly paid to the other party. The obligations of Buyer and Seller pursuant to this Paragraph 7.1 upon application by any such party, Section 10(vii) and the two immediately preceding Sections shall survive the Closing for a certified public accountant reasonably acceptable to the parties hereto shall determine any such adjustments which have not theretofore been agreed to by the parties hereto. The charges for such accountant shall be borne equally by the parties to such disputed adjustment. All adjustments to be made as a result period of the final results of the True-up shall be allocated as set forth above to the party entitled to such adjustment within thirty one hundred eighty (30180) days after the final determination thereofClosing Date, during which period Buyer and Seller shall agree on a reconciliation of the prorations described herein. The Except as expressly provided, the provisions of Paragraph 7 this Section 10 shall survive the Closing. Notwithstanding anything contained herein to the contrary, any amounts owed to Seller under this Paragraph 7 shall not be paid to Seller. Rather all such amounts shall be credited to Manager's contribution to Initial Working Capital under the Management Agreement.

Proration Items. (a) At the Closing, the The following adjustments and prorations shall be computed apportioned and adjusted between the parties as of 12:01 a.m. (local time at each Property) on mid night of the day preceding the Closing Date ("APPORTIONMENT TIMEAdjustment Date")): (a) Real estate and other taxes, assessments and charges, and other municipal and state charges, license and permit fees, water and sewer rents and charges, if any, on the basis of the fiscal period for which assessed or charged; (b) Water, electric, gas, steam and other utility charges for service furnished to the Property; (c) Fuel, if any, and all taxes thereon, on the basis of a reading taken as close as possible to the Adjustment Date; (d) Base rents and any other rental payments (including, without limitation, any prepaid rent, percentage rent, escalation charges for real estate taxes and operating expenses, cost-of-living adjustments and parking rents) (the "Rents") paid or payable under the terms of any Lease for the month of closing; (e) Any amounts paid or payable under Service Contracts being assigned to Buyer; (f) All costs associated with telephone directory listings and any other prepaid advertising; and (g) Any other customary adjustments made in connection with the sale of similar buildings. All items Seller will not assign to Buyer any of revenuethe hazard insurance policies affecting the Property then in force. There will therefore be no proration of insurance costs at Closing. Except as may be otherwise provided herein, cost and expense with respect all other expenses which are attributable to the period prior to the Apportionment Time shall be for the account of Seller. All revenues attributable to guests of the Hotels for the night prior to the Closing Date shall be for the account obligation of Seller. All items of revenue, cost Seller and expense of such Property with respect those which are attributable to the period from and after the Apportionment Time Closing Date shall be the obligation of Buyer. For purposes of the foregoing apportionments and adjustments, the following procedures shall govern: (i) If the Closing Date shall occur before the real estate tax rate is fixed, the apportionment of such taxes shall be made upon the basis of the tax rate for the account of Buyer or its designee. All adjustments immediately preceding year, applied to the latest as sessed valuation; (ii) If there are water meters on the Property, Seller shall furnish meter readings to a date not more than thirty days prior to the Adjustment Date; and prorations the unfixed meter charges for the intervening time to the Adjustment Date shall be apportioned on an accrual the basis in accordance with generally accepted accounting principles. Seller or its designee of such meter readings, and any such meter charges for the period subsequent to the Adjustment Date shall be entitled to receive any refunds paid by Buyer; (iii) The apportionment of any taxes (real, personal or sales) utility charges shall be made upon the basis of charges shown on the latest available bills for any such utilities. The charges shown on such available bills for periods prior to Closing, regardless of when received. (b) At the Closing, a fair and reasonable estimated accounting of all adjustments and prorations Adjustment Date shall be performed paid by Seller, and agreed for the period from the date of each such last available utility ▇▇▇▇ to by Seller and Buyer. Subsequent final adjustments and payments (the "TRUE-UP") Adjustment Date an apportionment shall be made in cash or other immediately based on the amount charged for the period covered by such last available funds ▇▇▇▇; (iv) All taxes, water and sewer charges and assessments for public improvements which are liens upon the Property as soon of the Closing Date, will be allowed to Buyer as practicable a credit against the Purchase Price, subject to apportionment as herein provided, and the existence of any such lien shall not constitute an objection to title; (v) If any tenants are required to pay Rents which are collected by Buyer within sixty (60) days after the Closing Date for the Property based upon an accounting performed by the Seller and acceptable which are attributable in whole or in part to Buyer. In the event the parties have not agreed with respect any period prior to the adjustments Closing Date, Buyer shall promptly pay to Seller, Seller's proportionate share thereof; (vi) If any tenants are required to be made pursuant to this Paragraph 7.1 upon application pay Rents which are collected by any such party, a certified public accountant reasonably acceptable to the parties hereto shall determine any such adjustments which have not theretofore been agreed to by the parties hereto. The charges for such accountant shall be borne equally by the parties to such disputed adjustment. All adjustments to be made as a result of the final results of the True-up shall be allocated as set forth above to the party entitled to such adjustment Seller within thirty sixty (3060) days after the final determination Closing Date and which are attributable in whole or in part to any period after the Closing Date, Seller shall promptly pay to Buyer, Buyer's proportionate share thereof; (vii) If any tenant is in arrears in the payment of Rents on the Closing Date, Rents received from such tenant after the Closing Date shall be applied in the following order of priority: (a) first to any months preceding the month in which the Closing occurred; (b) then to the month in which the Closing occurred; and (c) then to any months following the month in which the Closing occurred. If Rents or any portion thereof are received by Seller or Buyer during the period which is sixty (60) days after the Closing Date and are payable to the other party by reason of this allocation, the appropriate sum shall be promptly paid to the other party. The obligations of Buyer and Seller pursuant to this Section 11(vii) and the two immediately preceding Sections shall survive the Closing for a period of ninety (90) days after the Closing Date, during which period Buyer and Seller shall agree on a reconciliation of the prorations described herein. Except as expressly provided, the provisions of Paragraph 7 this Section 11 shall survive the Closing. Notwithstanding anything contained herein to the contrary, any amounts owed to Seller under this Paragraph 7 shall not be paid to Seller. Rather all such amounts shall be credited to Manager's contribution to Initial Working Capital under the Management Agreement.

Proration Items. Personal property Taxes, real property Taxes and other similar Taxes (athe “Proration Items”) At the Closing, the following adjustments and prorations shall be computed as of 12:01 a.m. (local time at each Property) on the Closing Date ("APPORTIONMENT TIME"). All items of revenue, cost and expense with respect to the Purchased Assets for any taxable period prior beginning before the Closing Date and ending after the Closing Date shall be prorated on a per diem basis between the Purchaser and the Sellers as of the Closing Date. The amount of the Proration Items attributable to the Apportionment Time Sellers shall be equal to the amount of Tax for the account period multiplied by a fraction, the numerator of Seller. All revenues attributable to guests which shall be the number of days from the beginning of the Hotels period through and including the Closing Date and the denominator of which shall be the entire number of days in the period. For purposes of allocating all other Taxes (“Non-Proration Items”) with respect to the Purchased Assets for any Straddle Period, such Taxes shall be allocated between the night pre-Closing portion of such Straddle Period and the post-Closing portion of such Straddle Period based on an interim closing of the books at the end of the day on the Closing Date. The Sellers shall bear any Non-Proration Items allocable to the pre-Closing portion of any Straddle Period and any other unpaid Taxes with respect to the Purchased Assets for Tax periods ending on or prior to the Closing Date (such Non-Proration Items and other pre-Closing Date Taxes, “Other Sellers Taxes”). The amount of all such Proration Items attributable to the Sellers and the amount of any Other Sellers Taxes shall be for estimated as of the account of Seller. All items of revenueClosing Date and deducted from the Purchase Price at the Closing; provided, cost and expense of such Property however that final payments with respect to the period from and after Proration Items or Other Sellers Taxes that are not able to be calculated as of the Apportionment Time Closing Date shall be for calculated and the account of Buyer Sellers (or its designee. All adjustments and prorations shall be on an accrual basis in accordance with generally accepted accounting principles. Seller any successor thereof or its designee shall be entitled to receive any refunds of any taxes (real, personal or sales) for any periods prior to Closing, regardless of when received. (b) At the Closing, a fair and reasonable estimated accounting of all adjustments and prorations shall be performed and agreed to by Seller and Buyer. Subsequent final adjustments and payments (the "TRUE-UP"estate) shall be made in cash or other immediately available funds pay over any additional amount as soon as practicable after the Closing Date for the Property based upon an accounting performed by the Seller and acceptable to Buyer. In the event the parties have not agreed with respect to the adjustments required to be made pursuant to this Paragraph 7.1 upon application by any Date, but no later than five (5) Business Days after determination of such party, a certified public accountant reasonably acceptable to the parties hereto shall determine any such adjustments which have not theretofore been agreed to by the parties hereto. The charges for such accountant shall be borne equally by the parties to such disputed adjustment. All adjustments to be made as a result of the final results of the True-up shall be allocated as set forth above to the party entitled to such adjustment within thirty (30) days after the final determination thereof. The provisions of Paragraph 7 shall survive the Closing. Notwithstanding anything contained herein to the contrary, any amounts owed to Seller under this Paragraph 7 shall not be paid to Seller. Rather all such amounts shall be credited to Manager's contribution to Initial Working Capital under the Management Agreementadditional amounts.

Proration Items. (a) At the Closing, the The following adjustments and prorations shall be computed apportioned and adjusted between the parties as of 12:01 a.m. (local time at each Property) on mid night of the day preceding the Closing Date ("APPORTIONMENT TIMEAdjustment Date")): (a) Real estate and other taxes, assessments and charges, and other municipal and state charges, license and permit fees, water and sewer rents and charges, if any, on the basis of the fiscal period for which assessed or charged; (b) Water, electric, gas, steam and other utility charges for service furnished to the Properties; (c) Fuel, if any, and all taxes thereon, on the basis of a reading taken as close as possible to the Adjustment Date; (d) Base rents and any other rental payments (including, without limitation, any prepaid rent, percentage rent, escalation charges for real estate taxes and operating expenses, cost-of-living adjustments and parking rents) (the "Rents") paid or payable under the terms of any Lease for the month of closing; (e) Any amounts paid or payable under Service Contracts being assigned to Buyer; (f) All costs associated with telephone directory listings and any other prepaid advertising; and (g) Any other customary adjustments made in connection with the sale of similar buildings. All items Seller will not assign to Buyer any of revenuethe hazard insurance policies affecting the Properties then in force. There will therefore be no proration of insurance costs at Closing. Except as may be otherwise provided herein, cost and expense with respect all other expenses which are attributable to the period prior to the Apportionment Time shall be for the account of Seller. All revenues attributable to guests of the Hotels for the night prior to the Closing Date shall be for the account obligation of Seller. All items of revenue, cost Seller and expense of such Property with respect those which are attributable to the period from and after the Apportionment Time Closing Date shall be for the account obligation of Buyer or its designee. All adjustments and prorations shall be on an accrual basis in accordance with generally accepted accounting principles. Seller or its designee shall be entitled to receive any refunds of any taxes (real, personal or sales) for any periods prior to Closing, regardless of when received. (b) At the Closing, a fair and reasonable estimated accounting of all adjustments and prorations shall be performed and agreed to by Seller and Buyer. Subsequent final adjustments For purposes of the foregoing apportionments and payments adjustments, the following procedures shall govern: (i) If the "TRUE-UP") Closing Date shall occur before the real estate tax rate is fixed, the apportionment of such taxes shall be made in cash or other immediately available funds as soon as practicable after upon the Closing Date basis of the tax rate for the Property based upon an accounting performed by the Seller and acceptable to Buyer. In the event the parties have not agreed with respect immediately preceding year, applied to the adjustments required to be made pursuant to this Paragraph 7.1 upon application by any such party, a certified public accountant reasonably acceptable to the parties hereto shall determine any such adjustments which have not theretofore been agreed to by the parties hereto. The charges for such accountant shall be borne equally by the parties to such disputed adjustment. All adjustments to be made latest as a result of the final results of the True-up shall be allocated as set forth above to the party entitled to such adjustment within thirty (30) days after the final determination thereof. The provisions of Paragraph 7 shall survive the Closing. Notwithstanding anything contained herein to the contrary, any amounts owed to Seller under this Paragraph 7 shall not be paid to Seller. Rather all such amounts shall be credited to Manager's contribution to Initial Working Capital under the Management Agreement.sessed valuation;

Proration Items. (a) At the Closing, the The following adjustments and prorations shall be computed apportioned and adjusted between the parties as of 12:01 a.m. (local 5:00 pm, New York City time at each Property) on of the day preceding the Closing Date ("APPORTIONMENT TIMEthe Adjustment Date"): (a) Real estate and other taxes, assessments and charges, and other municipal and state charges, license and permit fees, water and sewer rents and charges, if any, on the basis of the fiscal period for which assessed or charged; (b) Water, electric, gas and other utility charges for service furnished to the Property; (c) Base rents and any other payments (the "Rents"). , actually paid under the terms of any Lease for the month of closing; (d) Any amounts paid to Seller or by Seller under Service Contracts which are accepted by Buyer and are being assigned to Buyer; (e) All items of revenue, cost costs associated with telephone directory listings and expense any other prepaid advertising which are accepted by Buyer with respect to the period prior Property; (f) Any other customary adjustments made in connection with the sale of similar properties; and (g) Refundable security deposits from current tenants as of the Closing Date. Seller will not assign to Buyer any of the hazard insurance policies affecting the Property then in force. There will therefore be no proration of insurance costs at Closing. Except as may be otherwise provided herein, all other expenses which are attributable to the Apportionment Time shall be for the account of Seller. All revenues attributable to guests of the Hotels for the night period prior to the Closing Date shall be for the account obligation of Seller. All items of revenue, cost Seller and expense of such Property with respect those which are attributable to the period from and after the Apportionment Time Closing Date shall be the obligation of Buyer. For purposes of the foregoing apportionments and adjustments, the following procedures shall govern: (i) If the Closing Date shall occur before the real estate tax rate is fixed, the apportionment of such taxes shall be made upon the basis of the tax rate for the account of Buyer or its designee. All adjustments immediately preceding year, applied to the latest assessed valuation; (ii) If there are water meters on the Property, Seller shall furnish meter readings to a date not more than twenty (20) days prior to the Adjustment Date; and prorations the unfixed meter charges for the intervening time to the Adjustment Date shall be apportioned on an accrual the basis in accordance with generally accepted accounting principles. Seller or its designee of such meter readings, and any such meter charges for the period subsequent to the Adjustment Date shall be entitled to receive any refunds paid by Buyer; (iii) The apportionment of any taxes (real, personal or sales) utility charges shall be made upon the basis of charges shown on the latest available bills for any such utilities. The charges shown on such available bills for periods prior to Closing, regardless of when received. (b) At the Closing, a fair and reasonable estimated accounting of all adjustments and prorations Adjustment Date shall be performed paid by Seller, and agreed for the period from the date of each such last available utility ▇▇▇▇ to by Seller and Buyer. Subsequent final adjustments and payments (the "TRUE-UP") Adjustment Date an apportionment shall be made in cash or other immediately based on the amount charged for the period covered by such last available funds ▇▇▇▇; (iv) All taxes, water and sewer charges and current installments for assessments for public improvements which are liens upon the Property as soon of the Closing Date, will be allowed to Buyer as practicable a credit against the Purchase Price, subject to apportionment as herein provided, and the existence of any such lien shall not constitute an objection to title; (v) If any tenants pay Rents collected by Buyer after the Closing Date for which are attributable in whole or in part to any period prior to the Property based upon an accounting performed Closing Date, Buyer shall promptly pay to Seller, Seller's proportionate share thereof; (vi) If any tenants pay Rents collected by Seller which are attributable in whole or in part to any period after the Closing Date, Seller and acceptable shall promptly pay to Buyer. In , Buyer's proportionate share thereof; (vii) If any tenant is in arrears in the event payment of Rents on the parties have not agreed with respect Closing Date, Rents received from such tenant after the Closing Date shall be applied in the following order of priority: (a) first to pay any rents then due and owing for any period subsequent to the adjustments required Closing Date and (b) then to pay any rent owning for any period prior to the Closing Date. If Rents or any portion thereof are received by Seller or Buyer after the Closing Date and are payable to the other party by reason of this allocation, the appropriate sum shall be made promptly paid to the other party. The obligations of Buyer and Seller pursuant to this Paragraph 7.1 upon application by any such party, Section 10(vii) and the two immediately preceding Sections shall survive the Closing for a certified public accountant reasonably acceptable to the parties hereto shall determine any such adjustments which have not theretofore been agreed to by the parties hereto. The charges for such accountant shall be borne equally by the parties to such disputed adjustment. All adjustments to be made as a result period of the final results of the True-up shall be allocated as set forth above to the party entitled to such adjustment within thirty one hundred eighty (30180) days after the final determination thereofClosing Date, during which period Buyer and Seller shall agree on a reconciliation of the prorations described herein. The Except as expressly provided, the provisions of Paragraph 7 this Section 10 shall survive the Closing. Notwithstanding anything contained herein to the contrary, any amounts owed to Seller under this Paragraph 7 shall not be paid to Seller. Rather all such amounts shall be credited to Manager's contribution to Initial Working Capital under the Management Agreement.

Proration Items. (a) At the Closing, the The following adjustments and prorations shall be computed apportioned and adjusted between the parties as of 12:01 a.m. (local time at each Property) on midnight of the day preceding the Closing Date ("APPORTIONMENT TIMEAdjustment Date")): (a) Real estate and other taxes, assessments and charges, and other municipal and state charges, license and permit fees, water and sewer rents and charges, if any, on the basis of the fiscal period for which assessed or charged; (b) Water, electric, gas, steam and other utility charges for service furnished to the Property; (c) Fuel, if any, and all taxes thereon, on the basis of a reading taken as close as possible to the Adjustment Date; (d) Base rents and any other rental payments (including, without limitation, any prepaid rent, percentage rent, escalation charges for real estate taxes and operating expenses, cost-of-living adjustments and parking rents) (the "Rents") paid or payable under the terms of any Lease for the month of closing; (e) Any amounts paid or payable under Service Contracts being assigned to Buyer; (f) All costs associated with telephone directory listings and any other prepaid advertising; and (g) Any other customary adjustments made in connection with the sale of similar buildings. All items Seller will not assign to Buyer any of revenuethe hazard insurance policies affecting the Property then in force. There will therefore be no proration of insurance costs at Closing. Except as may be otherwise provided herein, cost and expense with respect all other expenses which are attributable to the period prior to the Apportionment Time shall be for the account of Seller. All revenues attributable to guests of the Hotels for the night prior to the Closing Date shall be for the account obligation of Seller. All items of revenue, cost Seller and expense of such Property with respect those which are attributable to the period from and after the Apportionment Time Closing Date shall be the obligation of Buyer. For purposes of the foregoing apportionments and adjustments, the following procedures shall govern: (i) If the Closing Date shall occur before the real estate tax rate is fixed, the apportionment of such taxes shall be made upon the basis of the tax rate for the account of Buyer or its designee. All adjustments immediately preceding year, applied to the latest assessed valuation; (ii) If there are water meters on the Property, Seller shall furnish meter readings to a date not more than thirty days prior to the Adjustment Date; and prorations the unfixed meter charges for the intervening time to the Adjustment Date shall be apportioned on an accrual the basis in accordance with generally accepted accounting principles. Seller or its designee of such meter readings, and any such meter charges for the period subsequent to the Adjustment Date shall be entitled to receive any refunds paid by Buyer; (iii) The apportionment of any taxes (real, personal or sales) utility charges shall be made upon the basis of charges shown on the latest available bills for any such utilities. The charges shown on such available bills for periods prior to Closing, regardless of when received. (b) At the Closing, a fair and reasonable estimated accounting of all adjustments and prorations Adjustment Date shall be performed paid by Seller, and agreed for the period from the date of each such last available utility ▇▇▇▇ to by Seller and Buyer. Subsequent final adjustments and payments (the "TRUE-UP") Adjustment Date an apportionment shall be made in cash or other immediately based on the amount charged for the period covered by such last available funds ▇▇▇▇; (iv) All taxes, water and sewer charges and assessments for public improvements which are liens upon the Property as soon of the Closing Date, will be allowed to Buyer as practicable a credit against the Purchase Price, subject to apportionment as herein provided, and the existence of any such lien shall not constitute an objection to title; (v) If any tenants are required to pay Rents which are collected by Buyer within sixty (60) days after the Closing Date for the Property based upon an accounting performed by the Seller and acceptable which are attributable in whole or in part to Buyer. In the event the parties have not agreed with respect any period prior to the adjustments Closing Date, Buyer shall promptly pay to Seller, Seller's proportionate share thereof; (vi) If any tenants are required to be made pursuant to this Paragraph 7.1 upon application pay Rents which are collected by any such party, a certified public accountant reasonably acceptable to the parties hereto shall determine any such adjustments which have not theretofore been agreed to by the parties hereto. The charges for such accountant shall be borne equally by the parties to such disputed adjustment. All adjustments to be made as a result of the final results of the True-up shall be allocated as set forth above to the party entitled to such adjustment Seller within thirty sixty (3060) days after the final determination Closing Date and which are attributable in whole or in part to any period after the Closing Date, Seller shall promptly pay to Buyer, Buyer's proportionate share thereof; (vii) If any tenant is in arrears in the payment of Rents on the Closing Date, Rents received from such tenant after the Closing Date shall be applied in the following order of priority: (a) first to any months preceding the month in which the Closing occurred; (b) then to the month in which the Closing occurred; and (c) then to any months following the month in which the Closing occurred. If Rents or any portion thereof are received by Seller or Buyer during the period which is sixty (60) days after the Closing Date and are payable to the other party by reason of this allocation, the appropriate sum shall be promptly paid to the other party. The obligations of Buyer and Seller pursuant to this Section 11(vii) and the two immediately preceding Sections shall survive the Closing for a period of ninety(90) days after the Closing Date, during which period Buyer and Seller shall agree on a reconciliation of the prorations described herein. Except as expressly provided, the provisions of Paragraph 7 this Section 11 shall survive the Closing. Notwithstanding anything contained herein to the contrary, any amounts owed to Seller under this Paragraph 7 shall not be paid to Seller. Rather all such amounts shall be credited to Manager's contribution to Initial Working Capital under the Management Agreement.

Proration Items. (a) At the ClosingIn each such proration set forth below, the following adjustments portion thereof allocable to periods beginning as of the Closing Proration Time shall be credited to Venture Five, or charged to Venture Five, as applicable, and the portion thereof allocable to periods ending as of the Closing Proration Time shall be credited to Cousins, or charged to Cousins, as applicable, all of which prorations shall be computed as made on the Closing Proration Time or, in the case of 12:01 a.m. (local time at each Property) allocations to be made after the Closing Date, upon receipt of such payments or payment of such expenses. If there is a net amount due to Venture Five after the direct transfers and payments described below in this Paragraph 7, such amount shall not be a credit against the Prudential Investment, but Cousins shall pay such amount directly to Venture Five on the Closing Date. If there is a net amount due to Cousins, Venture Five shall pay such amount to Cousins on the Closing Date ("APPORTIONMENT TIME")or at such other time as is set forth herein. All items Cousins and Prudential acknowledge and agree that the applicable number of revenue, cost and expense with respect to days of income for the month or other period prior to the Apportionment Closing Proration Time shall be belong to Cousins and the applicable number of days of expenses for the account of Seller. All revenues attributable to guests of the Hotels for the night month or other period prior to the Closing Date shall be for the account of Seller. All items of revenue, cost and expense of such Property with respect to the period from and after the Apportionment Proration Time shall be the responsibility of Cousins. Cousins and Prudential agree that the Closing Statement will not reflect a credit for income or a charge for expenses for the month during which the Closing Proration Time falls, and Cousins and Prudential agree that, upon finalizing the books of account for the Assets for the month during which the Closing Proration Time falls, Venture Five shall pay to Cousins the applicable portion due Cousins of Buyer the net income of the Assets for the month or its designeeother period prior to the Closing Proration Time. All adjustments and prorations Such amount shall be on an accrual basis in accordance with generally accepted accounting principles. Seller or its designee shall be entitled to receive any refunds of any taxes (real, personal or sales) for any periods prior to Closing, regardless of when received. (b) At the Closing, a fair and reasonable estimated accounting of all adjustments and prorations shall be performed and agreed to by Seller and Buyer. Subsequent final adjustments and payments (the "TRUE-UP") shall be made in cash or other immediately available funds paid as soon as practicable after the Closing Date for the Property based upon an accounting performed by the Seller and acceptable to Buyer. In the event the parties have not agreed with respect to the adjustments required to be made pursuant to this Paragraph 7.1 upon application by any such party, a certified public accountant reasonably acceptable to the parties hereto Venture Five shall determine any such adjustments which have not theretofore been agreed to by the parties hereto. The charges finalize its books of account for such accountant shall be borne equally by the parties to such disputed adjustment. All adjustments to be made as a result of the final results of the True-up shall be allocated as set forth above to the party entitled to such adjustment within thirty month, but in all events not later than twenty (3020) days after the final determination thereofmonth during which the Closing Proration Time falls. The following items shall be prorated between Venture Five and Cousins or credited to Venture Five or Cousins, and the provisions of this Paragraph 7 shall survive the Closing. Notwithstanding anything contained herein to the contrary, any amounts owed to Seller under this Paragraph 7 shall not be paid to Seller. Rather all such amounts shall be credited to Manager's contribution to Initial Working Capital under the Management Agreement.Closing hereunder:

Proration Items. (a) At the Closing, the following adjustments and prorations shall be computed as of 12:01 a.m. (local time at each Property) on the Closing Date ("APPORTIONMENT TIMEApportionment Time"). All items of revenue, cost and expense with respect to the period prior to the Apportionment Time shall be for the account of Seller. All revenues attributable to guests of the Hotels for the night prior to the Closing Date shall be for the account of Seller. All items of revenue, cost and expense of such Property with respect to the period from and after the Apportionment Time shall be for the account of Buyer or its designee. All adjustments and prorations shall be on an accrual basis in accordance with generally accepted accounting principles. Seller or its designee shall be entitled to receive any refunds of any taxes (real, personal or sales) for any periods prior to Closing, regardless of when received. (b) At the Closing, a fair and reasonable estimated accounting of all adjustments and prorations shall be performed and agreed to by Seller and Buyer. Subsequent final adjustments and payments (the "TRUETrue-UPup") shall be made in cash or other immediately available funds as soon as practicable after the Closing Date for the Property based upon an accounting performed by the Seller and acceptable to Buyer. In the event the parties have not agreed with respect to the adjustments required to be made pursuant to this Paragraph 7.1 upon application by any such party, a certified public accountant reasonably acceptable to the parties hereto shall determine any such adjustments which have not theretofore been agreed to by the parties hereto. The charges for such accountant shall be borne equally by the parties to such disputed adjustment. All adjustments to be made as a result of the final results of the True-up shall be allocated as set forth above to the party entitled to such adjustment within thirty (30) days after the final determination thereof. The provisions of Paragraph 7 shall survive the Closing. Notwithstanding anything contained herein to the contrary, any amounts owed to Seller under this Paragraph 7 shall not be paid to Seller. Rather all such amounts shall be credited to Manager's contribution to Initial Working Capital under the Management Agreement.