Common use of PRORATIONS AND ALLOCATIONS Clause in Contracts

PRORATIONS AND ALLOCATIONS. (a) Collected rents, interest on the first mortgage, laundry income, service contracts, equipment leases or other personal property financing, utility deposits, insurance and other expenses whether or not a lien, assessed or to be assessed for the year in which the transaction is consummated will be prorated as to the Property as of the date of the Closing. All utility bills relating to the period prior to the Closing Date shall be paid by Seller. Seller shall terminate all utility relationships with respect to the Property as of the Closing Date. Buyer shall pay Seller cash at closing for all escrows held by the existing first mortgage holder or by an entity acting on behalf of that lender at Closing. With respect to any delinquent or uncollected rents at the time of Closing, either Buyer or Seller may collect or attempt to collect such rents. If collected by Buyer, Buyer shall remit to Seller (net of expenses of collection) Seller's prorated share as if such rents were collected as of Closing. If collected by Seller, Seller shall remit to Buyer (net of expenses of collection) Buyer's prorated share as if such rents were collected as of Closing. Seller shall have no right to collect or attempt to collect such rents after 90 days after Closing. (b) Security deposits held by Seller or paid by any tenants or lessees at the Property will be transferred to Buyer in full at Closing, including any interest earned thereon and payable to the tenant or lessee under State law. (c) Real Estate taxes and personal property taxes and special assessments shall be prorated based on the custom in Louisville, Kentucky. (d) Seller will assign to Buyer all of Seller's right to the proceeds of a insurance policies relating to fire losses at the Property, whether such amount has yet been determined. If Seller has received any such proceeds prior to Closing, the amount received by Seller shall be credited against and applied to the cash portion of the Purchase Price.

PRORATIONS AND ALLOCATIONS. (a) Collected rentsBuyer shall be considered the owner of the Interests, interest on the first mortgageand accordingly, laundry income, service contracts, equipment leases or other personal property financing, utility deposits, insurance and other expenses whether or not a lien, assessed or to be assessed for the year in which the transaction is consummated will be prorated as to owner of the Property as of 12:01 a.m. (local time at the Property) on the Closing Date for the purpose of the prorations, as if Buyer were vested with title to the Interests the entire Closing Date; provided, however, that if Seller does not receive the proceeds due under this Agreement by 4:00 p.m. (local time at the Property) on the day of Closing, then the prorations shall be recalculated as of 12:01 a.m. on the day following the Closing Date. Seller agrees to submit to Buyer a draft of the closing statement showing the prorations not less than five (5) days prior to Closing and the parties shall thereafter use all reasonable efforts to finalize such prorations as soon as reasonably possible thereafter. The prorations to be made at Closing shall be made on the basis of a written statement or statements and all reasonable supporting documentation, including, without limitation, invoices, delivered to Buyer by Seller. The following items shall be allocated between Seller and Buyer and shall be prorated as of the Closing Date (the “Adjustment Date”) or adjusted as indicated hereinbelow: (i) Rents (whether designated as base rent or additional rent) payable in connection with the Real Property, including operating expenses collected from any tenants of the Improvements on or prior to the Adjustment Date, as well as any prepaid rents. Unpaid and delinquent rent paid to Seller after the date of Closing shall (to the Closingextent the Buyer is entitled thereto) be promptly delivered to Buyer for application in accordance herewith. All utility bills Unpaid and delinquent rent paid to or collected by Buyer after the Closing Date shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity, and Buyer shall promptly deliver to Seller any such rent to which Seller is entitled hereunder, relating to the period prior to the Adjustment Date. After Closing, Seller shall have the right to collect any unpaid and delinquent rent under any Lease relating to the period prior to the Adjustment Date, but shall not have the right to institute eviction proceedings or seek a termination of any Lease. Buyer will make a good faith effort after Closing Date to collect all rents in the usual course of Buyer’s operation of the Property, but Buyer will not be obligated to institute any lawsuit or other collection procedure to collect delinquent rents. If there are any rents or other charges under the Leases which, although relating to a period prior to Closing, do not become due and payable until after Closing or are paid prior to Closing but are subject to adjustment after Closing (such as year end common area expense reimbursements and the like), and such rents or charges are received after Closing, then such rents and charges, to the extent applicable to a period extending through the Closing, shall be paid prorated between Seller and Buyer as of the Adjustment Date, and Seller’s portion thereof shall be remitted promptly to Seller by SellerBuyer. (ii) Real estate taxes applicable to the Real Property, payments in lieu of real estate taxes applicable to the Real Property, ad valorem and personal property taxes, and other state, county and municipal taxes, charges and assessments (special or otherwise) applicable to the Property, on the basis of the calendar or tax year for which the same are levied, imposed or assessed. Seller Any such adjustments made with respect to a tax year (or other tax period) for which the tax rate or assessed valuation, or both, have not yet been fixed shall terminate all utility relationships be based upon the tax rate and/or assessed valuation last fixed or the best available information with respect to the Property amount of taxes due for the current year. No adjustment shall be made if the actual taxes and assessments for the current year (or shorter tax period) differ from the amount apportioned at Closing. (iii) Water, sewer, electric and other utility charges shall be prorated as of the Closing Date. Buyer If consumption of any of the foregoing is measured by meter, Seller shall, prior to the Closing Date, obtain a reading of each such meter and a final ▇▇▇▇ as of the Closing Date. If there is no such meter or if the ▇▇▇▇ for any of the foregoing will not have been issued as of the Closing Date, the charges therefor shall pay be adjusted at the Closing Date on the basis of the charges of the prior period for which such bills were issued and shall be further adjusted between the parties when the bills for the correct period are issued and, pending receipt of final bills therefor, reasonably estimated prorated amounts paid by Seller cash at closing for all escrows shall be held in escrow by the existing first mortgage holder or by an entity acting on behalf of that lender at Closing. With respect to any delinquent or uncollected rents at the time of Closing, either Buyer or Seller may collect or attempt to collect such rents. If collected by Buyer, Buyer shall remit to Seller (net of expenses of collection) Seller's prorated share as if such rents were collected as of Closing. If collected by Seller, Seller shall remit to Buyer (net of expenses of collection) Buyer's prorated share as if such rents were collected as of ClosingTitle Company. Seller shall have no right receive, at closing, an amount equal to collect any utility security deposits posted by any of the Companies, unless such deposits were remitted upon final meter reading by the applicable utility companies. (iv) All other expenses relating to the operation of the Property (including any property owner’s association or attempt similar fees), except that deposits held by utility companies and fees for governmental permits and licenses shall not be apportioned and Seller may obtain the return of fees from the parties holding the same. (v) The charges and deposits under any transferable and assumed Service Contracts or permitted renewals or replacements thereof shall be prorated and adjusted as of the Closing Date. (vi) Premiums on insurance policies will not be adjusted. As of the Closing Date, Seller will cause the Companies to collect such rents after 90 days after terminate their insurance coverage and receive, at Closing, an amount equal to any prepaid premiums, and Buyer will affect its own insurance coverage. (b) All Security deposits Deposits (together with any accrued interest thereon as may be required by the Leases or by law provided that if such leases or applicable law do not specify an interest rate but interest is required to be paid on such amounts, then interest shall be paid assuming a rate of 1.5% per annum) held by Seller shall be paid or paid by any tenants or lessees at the Property will be transferred assigned to Buyer in full at ClosingClosing and if the Companies are holding any such security deposits, including any interest earned thereon the Companies shall continue to hold such amounts after Closing and payable to the tenant or lessee under State lawextent Seller has any security deposits held in the form of letters of credit, such letters of credit shall be assigned to Buyer as of the Closing Date, as evidenced by an amendment to the letter of credit executed by the issuing bank. (c) Real Estate taxes When any item of proration which has been adjusted on an estimated basis becomes capable of exact determination, the party in possession of the facts necessary to make the determination shall send the other party a detailed report which adjusts the proration to exact amounts and personal property taxes the parties shall adjust the prior estimate within thirty (30) days after both parties have received said reports. Notwithstanding anything contained herein to the contrary, six (6) months after the Closing Date, all adjustments and special assessments prorations shall become final and no further adjustments or prorations shall be prorated based on the custom in Louisville, Kentuckydone. (d) Seller will assign shall reconcile and ▇▇▇▇ Tenants for all operating expenses, common area maintenance charges, taxes or insurance premiums for calendar year 2003 by April 30, 2004. Seller shall provide copies of such reconciliation and ▇▇▇▇▇▇▇▇ to Buyer, but Buyer all of Seller's shall have no right to approve or disapprove any such reconciliation or ▇▇▇▇▇▇▇▇. As of the proceeds Closing Date and to the extent not billed or reconciled by Seller prior to such date, Seller shall estimate the foregoing adjustment ▇▇▇▇▇▇▇▇ to Tenants for calendar year 2003, and to the extent Seller estimates that the Tenants shall be owed a credit of a insurance policies relating to fire losses more than $25,000 in the aggregate, Seller shall credit Buyer the full amount of such estimated credit at the Property, whether such amount has yet been determinedClosing. If Seller has received any such proceeds prior to Closingestimates that Tenants shall be owed a credit of less than $25,000 in the aggregate, the amount received by Seller parties shall be credited against and applied to reconcile such charges in accordance with the cash portion provisions of the Purchase Pricesubsection (c) above. (e) The provisions of this Section 9 shall survive Closing.