PRORATIONS AND CREDITS AT CLOSING. All prorations provided to be made “as of the Closing Date” shall each be made as of 11:59 P.M. local time on the date immediately preceding the Closing Date. In each proration set forth below, the portion thereof allocable to periods beginning with the Closing Date shall be credited to Purchaser, or charged to Purchaser, as applicable, at Closing or, in the case of allocations made after Closing, upon receipt of such payments or invoice as of the Closing Date. The following items shall, as applicable, be prorated between Purchaser and Seller or credited to Purchaser or Seller:
PRORATIONS AND CREDITS AT CLOSING. A. Seller shall continue to comply until Closing with the terms of a Reserve Escrow Agreement dated January 1, 1991, as modified by modification to Reserve Escrow Agreement dated January 1, 1994, and by Reserve Pledge Agreement dated December 4, 1996 and the Real Estate Tax Pledge and Security Agreement among Seller, Existing Lender and Boston Mortgage Capital Corp. dated __________ (collectively "Reserve") between Seller and Existing Lender and, subject to the rights of Existing Lender, shall assign any of Seller's rights under the Reserve (including the Reserve Escrow Account, Tenant Security Deposit Account, Working Capital Account and Tax Escrow Account created under the Reserve) to Purchaser at Closing.
PRORATIONS AND CREDITS AT CLOSING. In each proration set forth below, the portion thereof allocable to periods beginning with the applicable Residence Closing Date shall be credited to Purchaser, or charged to Purchaser, as applicable, as of 12:01 a.m. on the applicable Residence Closing. The following items shall be prorated between Purchaser and Seller or credited to Purchaser or Seller at the Residence Closing of each Operating Residence:
PRORATIONS AND CREDITS AT CLOSING. Inasmuch as Lessee is responsible for payments of all costs and expenses associated with the Facilities pursuant to the Existing Leases, Seller and Purchaser agree that there shall be no prorations or credits at the Closing for matters customarily prorated at closings of improved real property, including without limitation real estate taxes and assessments, prepaid monthly rent paid by Residents, security deposits or custodial accounts with respect to Residents, utility expenses or deposits, service contract payments, personal property taxes, payroll or accrued benefits or other similar items. Notwithstanding the foregoing, however, in the event that on the Closing Date, there has been any rent prepaid under the Existing Leases by Lessee, Lessee hereby directs Seller to refund such prepaid rent by providing Purchaser a credit for such amount against the Purchase Price. In addition, Lessee hereby directs Seller to refund, all security deposits or other cash collateral held by Seller under the Existing Leases as of the Closing Date by providing Purchaser with a credit for such amounts against the Purchase Price. The parties hereto acknowledge and agree that no letters of credit were posted in connection with the Existing Leases. Notwithstanding anything to the contrary set forth in the Existing Leases, on the Closing Date, Lessee agrees to pay to Seller, an amount equal to the Seller's reasonable estimate of the Additional Rent (as defined under each of the Existing Leases) due under the Existing Leases for the quarter in which the Closing Date occurred (the "Closing Quarter"), as more particularly shown on the Allocation Schedule attached hereto as Exhibit E. Within ninety (90) days after the Closing Date, the Purchaser shall deliver to the Seller, for each Facility, an Officer's Certificate (as defined under the Existing Leases) reasonably acceptable to the Seller and certified by the chief financial officers of Lessee and Purchaser, setting forth the Gross Revenues for such Facility for the period from the commencement of the Closing Quarter through the Closing Date. A final reconciliation of the Additional Rent due under each Existing Lease for the Closing Quarter shall be made based upon such Officer's Certificate. If, as a result of such reconciliation, (a) the Additional Rent determined to be due under each Existing Lease for the Closing Quarter exceeds the amount paid by Lessee on or prior to the Closing Date, then Purchaser agrees to pay, or to caus...
PRORATIONS AND CREDITS AT CLOSING. Inasmuch as the Alterra Lessees are responsible for payments of all costs and expenses associated with the Facilities pursuant to the Existing Leases, Seller and Purchaser agree that there shall be no prorations or credits at the applicable Facility Closings for matters customarily prorated at closings of improved real property, including without limitation real estate taxes and assessments, prepaid monthly rent paid by Residents, security deposits or custodial accounts with respect to Residents, utility expenses or deposits, service contract payments, personal property taxes, payroll or accrued benefits or other similar items. Notwithstanding the foregoing, however, in the event that on the applicable Facility Closing Date, there has been any rent prepaid under the Existing Leases by the Alterra Lessees, Purchaser shall receive a credit for such amount against the applicable Facility Purchase Price. In addition, all Deposits shall be refunded by Seller to Purchaser with respect to any Facility on its respective Facility Closing Date and all original letters of credit posted in connection with the Existing Leases related to such Facility shall be delivered by Seller to Purchaser. With respect to any Additional Rent (as defined in the Existing Leases), the obligation of the Alterra Lessees to pay Additional Rent, if any, shall survive the applicable Facility Closing Date and be determined in accordance with the terms of the Existing Leases.
PRORATIONS AND CREDITS AT CLOSING
