Prorations and Expenses. The following items shall be apportioned as of 11:59 P.M. of the day immediately preceding the Closing Date:
Prorations and Expenses. The following items, except as specifically provided in this Contract to the contrary, shall be prorated as of 12:01 a.m. Eastern Time (the “Adjustment Time”) on the Flying J Closing Date (as hereinafter defined), and shall increase or decrease the Flying J Purchase Price to be paid by Buyer on the Flying J Closing Date, as follows:
Prorations and Expenses. Real estate ad valorem taxes applicable to the Property ("Taxes") shall be prorated as of the Closing Date on the basis of the calendar year in which the Closing Date occurs, regardless of when such Taxes become a lien or are payable. If the rate of any such Taxes shall not be fixed prior to the Closing Date, the adjustment and proration thereof on the Closing Date shall be upon the basis of the rate for the preceding calendar year applied to the latest assessed valuation, and the same shall be appropriately and promptly adjusted after Closing Date, if necessary, between Seller and Buyer when the rate is fixed for the calendar year during which the Closing occurs. All prior unpaid taxes, mortgages and liens including assessments, pending or confirmed, water and sewer fees and other sums due any governmental authority, if any shall be paid by the Seller at or prior to the Closing Date. All revenues and expenses of the Property shall be pro-rated as of the Closing Date. The costs of any survey, title commitment, title policies, recording and/or transfer fees or taxes shall be shared equally by Buyer and Seller. Any inspection costs, shall be paid by Buyer.
Prorations and Expenses. 31 11.1 Closing Statement 31 11.2 Prorations 32 11.3 Transaction Costs 32 ARTICLE 12. TRANSITION PROCEDURES 33 12.1 Safe Deposit Boxes 33 12.2 Baggage 33 12.3 Notice to Employees 34 ARTICLE 13. DEFAULT AND REMEDIES 35 13.1 Seller’s Default 35 13.2 Intentionally Deleted 36 13.3 Purchaser’s Default 36 ARTICLE 14. RISK OF LOSS 37 14.1 Casualty 37 14.2 Condemnation 37 ARTICLE 15. SURVIVAL, INDEMNIFICATION AND RELEASE 38 15.1 Survival 38 15.2 Indemnification by Seller 38 15.3 Indemnification by Purchaser 38 15.4 Limitations on Indemnification Obligations 38 15.5 Indemnification Procedure 39 15.6 Exclusive Remedy for Indemnification Loss 40 15.7 RELEASE OF SELLER FOR VIOLATIONS OF APPLICABLE LAW 40 ARTICLE 16. MISCELLANEOUS PROVISIONS 40 16.1 Notices 40 16.2 No Recordation 41 16.3 Time is of the Essence 41 16.4 Assignment 41 16.5 Successors and Assigns 42 16.6 Third Party Beneficiaries 42 16.7 GOVERNING LAW 42 16.8 Rules of Construction 42 16.9 Severability 43 16.10 JURISDICTION AND VENUE 43 16.11 WAIVER OF TRIAL BY JURY 43 16.12 Prevailing Party 43 16.13 Incorporation of Recitals, Exhibits and Schedules 43 16.14 Entire Agreement 43 16.15 Amendments, Waivers and Termination of Agreement 43 16.16 Not an Offer 43 16.17 Execution of Agreement 43
Prorations and Expenses. Seller and Buyer agree to the following prorations and allocation of costs regarding this Option Purchase Agreement:
Prorations and Expenses. All taxes and assessments (including all unpaid assessments, whether or not due) which have become a lien on the Property at the date of the Close of Escrow shall be paid by Seller. Current real property taxes and rentals shall be prorated between Buyer and Seller as of the date of the Close of Escrow. Seller shall pay the cost of any documentary transfer tax levied in accordance with requirements of lawful authority. Seller shall pay all costs of preparing and recording any documents required to remove title exceptions, and the premium for the owner’s policy of title insurance. Buyer and Seller shall each pay one-half of the escrow fee. Buyer shall pay the recording fee for the deed and any costs relating to the requirements of the City of Novi to combine the parcels into one tax parcel which may be required as a part of the site plan approval process. Seller is aware and hereby discloses to Purchaser that sanitary sewer was installed in Section 10 of the City of Novi by a Cxxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxxx # 00. The property owned by Seller being sold to Buyer was not assessed nor included in the sanitary sewer Contract Special Assessment District # 94 and there may be tap in fees or connection fees for the sewer to service this property which may result in the Buyer having to pay additional or increased sewer connection or tap in fees as a result of the subject property not being included or assessed as part of the Sanitary Sewer Contract Special Assessment District # 94. Seller shall not be responsible for any of these costs related to the sanitary sewer connections which may or may not be considered an assessment.
Prorations and Expenses. (a) The following prorations, except as specifically provided set forth in this Contract to the contrary, shall be made as of 12:01 a.m. on the Closing Date (“Proration Date”), it being agreed between the Parties that the Closing Date shall be an income and expense day for Purchaser, and shall be applied to reduce or increase the balance of the Purchase Price, as applicable:
Prorations and Expenses. 1. Purchaser may order, at Purchaser’s cost, a commitment for a title insurance policy in the full amount of the Purchase Price, covering title to the Property on or after the date hereof, showing title in Seller. If Purchaser chooses to order a commitment for a title insurance policy, Purchaser shall pay for the title policy and all costs for the final search charged shall be the sole cost of the Purchaser.
Prorations and Expenses. Real estate ad valorem taxes applicable to the Property ("Taxes") shall be prorated as of the Closing Date on the basis of the calendar year in which the Closing Date occurs, regardless of when such Taxes become a lien or are payable. If the rate of any such Taxes shall not be fixed prior to the Closing Date, the adjustment and proration thereof on the Closing Date shall be upon the basis of the rate for the preceding calendar year applied to the latest assessed valuation, and the same shall be appropriately and promptly adjusted after Closing Date, if necessary, between Seller and Buyer when the rate is fixed for the calendar year during which the Closing occurs. All prior unpaid taxes, mortgages and liens including assessments, pending or confirmed, water and sewer fees and other sums due any governmental authority, if any shall be paid by the Seller at or prior to the Closing Date. All revenues and expenses of the Property shall be pro-rated as of the Closing Date. The costs of any survey, title commitment, title policies, recording fees, and inspection costs, shall be paid by Buyer. At the Closing Date, Buyer shall receive a credit to reimburse Buyer for the reasonable costs for the "Five Part Search" (includes UCC, judgment, lien, litigation and bankruptcy search) to be ordered from CT Corporation (estimated to be approximately $1500.00), outside legal fees pertaining to the transfer of limited partnership interests (estimated to be approximately $1000.00 to $1500.00) and the Fairway and Non-Imputation title endorsements. Buyer and Seller understand that the above costs are estimates only but Buyer will make reasonable efforts to keep such costs as close to the estimates as reasonably possible. Buyer to furnish to Seller copies of invoices pertaining to such costs.
Prorations and Expenses. Prior to the closing, Seller shall pay all real estate and intangibles taxes and assessments with respect to the Property (the “Taxes”) which are then due and payable. The Taxes due and payable for the calendar year in which closing occurs shall be prorated between Seller and Purchaser, as of the date of closing. If the tax bills are not available as of the date of closing, the amount of the prorated taxes and assessments shall be based on the most recent tax bills and a provision shall be added to the settlement statement that the Purchaser and Seller agree to adjust the proration accordingly when the current year’s tax bills are issued. Seller also shall be fully responsible for payment of any “rollback” taxes or similar charges which may become due on the Property, before or after closing, and which pertain to the period of Seller’s ownership of the Property. The cost of preparing and recording the Deed, including any transfer or recording tax, shall be paid by Seller. Purchaser shall pay for the cost of any title insurance policy issued in connection with this transaction. Purchaser and Seller shall each pay their own attorneys fees in connection with this transaction. All other escrow fees shall be divided equally between Seller and the Purchaser.
