Items Not Prorated. Seller and Buyer agree that (a) on the Closing Date, the Property will not be subject to any financing arranged by either Seller; (b) none of the insurance policies relating to the Property will be assigned to Buyer and Buyer shall be responsible for arranging for its own insurance as of the Closing Date; and (c) utilities, including telephone, electricity, water and gas, shall be read on the Closing Date and Buyer shall be responsible for all the necessary actions needed to arrange for utilities to be transferred to the name of Buyer on the Closing Date, including the posting of any required deposits and the applicable Seller shall be entitled to recover and retain from the providers of such utilities any refunds or overpayments to the extent applicable to the period prior to the Closing Date, and any utility deposits which it or its predecessors may have posted. Accordingly, there will be no prorations for debt service, insurance or utilities. In the event a meter reading is unavailable for any particular utility, such utility shall be prorated in the manner provided in Section 6.8.2 above.
Items Not Prorated. Seller and Buyer agree that (a) on the Close of Escrow, the Property will not be subject to any financing arranged by Seller; (b) none of the insurance policies relating to the Property will be assigned to Buyer, and Buyer shall responsible for arranging for its own insurance as of the Close of Escrow; and (c) utilities, including telephone, electricity, water and gas, shall be read on the Close of Escrow, and Buyer shall be responsible for all the necessary actions needed to arrange for utilities to be transferred to the name of Buyer on the Close of Escrow, including the posting of any required deposits, and Seller shall be entitled to recover and retain from the providers of such utilities any refunds or overpayments to the extent applicable to the period prior to the Close of Escrow, and any utility deposits which it or its predecessors may have posted. Accordingly, there will be no prorations for debt service, insurance or utilities. In the event a meter reading is unavailable for any particular utility, such utility shall be prorated in the manner provided in Section 6.7.1(e) above.
Items Not Prorated. Seller and Buyer agree that (i) on the Closing, the Property will not be subject to any financing arranged by Seller other than the Loan; (ii) none of the insurance policies relating to the Property will be assigned to Buyer, and Buyer shall responsible for arranging for its own insurance effective immediately after the Closing Date; and (iii) utilities, including telephone, electricity, water and gas, shall be read on the Closing Date, and Buyer shall be responsible for all the necessary actions needed to arrange for utilities to be transferred to the name of Buyer immediately after the Closing Date, including the posting of any required deposits, and Seller shall be entitled to recover and retain from the providers of such utilities any refunds or overpayments to the extent applicable to the period prior to the Closing, and any utility deposits which it or its predecessors may have posted. Accordingly, there will be no prorations for debt service, insurance or utilities. In the event a meter reading is unavailable for any particular utility, such utility shall be prorated in the manner provided in Section 7.9.3 above.
Items Not Prorated. Seller and Buyer agree that (i) on the Closing Date, the Property will not be subject to any financing arranged by Seller; (ii) none of the insurance policies relating to the Property will be assigned to Buyer and Buyer shall be responsible for arranging for its own insurance as of the Closing Date; and (iii) utilities, including telephone, electricity, water, and gas, shall be read on the Closing Date and Buyer shall be responsible for all the necessary actions needed to arrange for utilities to be transferred to the name of Buyer on the Closing Date, including the posting of any required deposits and Seller shall be entitled to recover and retain from the providers of such utilities any refunds or overpayments to the extent applicable to the period prior to the Closing Date, and any utility deposits which it or its predecessors may have posted, regardless of when such refunds, overpayments or deposits are returned to Seller. Accordingly, there will be no prorations for debt service, insurance or utilities. In the event a meter reading is unavailable for any particular utility, such utility shall be prorated in the manner provided in Section 5.8.2(e).
Items Not Prorated. Seller and Buyer agree that, in addition to those items specified elsewhere in this Section 3.4 as not being prorated at Closing, none of the insurance policies relating to the Project will be assigned to Buyer and Buyer shall be responsible for arranging for its own insurance as of the Closing. Accordingly, there will be no prorations for insurance. The agreements in this Section 3.4 shall survive Closing. Final settlement of all prorated items shall occur on or before sixty (60) days after the Closing Date, or on the next business day if the sixtieth (60th) day is not a business day, except for delinquent rentals, pass- through Additional Rents and property taxes, if final determination thereof is not possible with said sixty (60) day period, in such case each shall be determined upon collection or the date upon which any such amounts shall become ascertainable, but in no event later than March 31, 2012. Buyer and Seller shall cooperate and take all appropriate action to properly reconcile delinquent rentals and tenant Additional Rents with each other and with the tenants in a timely manner.
Items Not Prorated. The following items will not be apportioned between the Borrower and the Lender:
Items Not Prorated. Seller and Buyer agree that (a) none of the insurance policies relating to the Property will be assigned to Buyer and Buyer shall be responsible for arranging for its own insurance as of the Close of Escrow; (b) utilities, including telephone, electricity, water and gas are paid directly by Tenant to the applicable utility provider; and (c) Taxes are payable by Tenant on an annual basis when due. Accordingly, there will be no prorations for insurance, utilities or Taxes.
Items Not Prorated. Seller and Buyer agree that (a) none of the insurance policies relating to the Property will be assigned to Buyer (and Seller shall pay any cancellation fees resulting from the termination of such policies) and Buyer shall responsible for arranging for its own insurance as of the Closing Date; (b) utilities, including telephone, electricity, water and gas, shall be read on the Closing Date to the extent reasonably feasible; (c) the Property will not be subject to any Existing Liens; and (d) all employees of Seller performing services at the Property shall be terminated by Seller prior to the Closing Date and Seller shall fully pay such employees prior to the Closing Date all accrued salaries, wages and benefits (including vacation and sick pay), and Buyer shall not be obligated to rehire such employees. Accordingly, there will be no prorations for insurance, utilities, debt service or payroll. Notwithstanding the foregoing, in the event a meter reading is unavailable for any particular utility, such utility shall be prorated in the manner provided in subsection (1)(c) above.
Items Not Prorated. Seller and Buyer agree that (a) none of the insurance policies relating to the Property will be assigned to Buyer and Buyer shall responsible for arranging for its own insurance as of the Closing; and (b) utilities, including telephone, electricity, water and gas, shall be read on the Closing and Buyer shall be responsible for all the necessary actions needed to arrange for utilities to be transferred to the name of Buyer on the Closing, including the posting of any required deposits and Seller shall be entitled to recover and retain from the providers of such utilities any refunds or overpayments to the extent applicable to the period prior to the Closing, and any utility deposits which it or its predecessors may have posted. Accordingly, there will be no prorations for insurance or utilities. In the event a meter reading is unavailable for any particular utility, such utility shall be prorated in the manner provided in subparagraph (1)(d) above.
Items Not Prorated. Each Seller and Buyer agree that (i) on the Closing Date, the Property will not be subject to any financing arranged by any Seller or any other party, except for the Existing Loan (to be assumed by Buyer pursuant to the Loan Assumption in accordance with this Agreement); (ii) none of the insurance policies relating to the Property will be assigned to Buyer and Buyer shall be responsible for arranging for its own insurance as of the Closing Date; and (iii) to the extent any Seller has contracted directly with any utility provider, including telephone, electricity, water, and gas, such utility shall be read on the Closing Date and Buyer shall be responsible for all the necessary actions needed to arrange for the same to be transferred to the name of Buyer on the Closing Date, including the posting of any required deposits and, if applicable, each Seller shall be entitled to recover and retain from the providers of such utilities any refunds or overpayments to the extent applicable to the period prior to the Closing Date, and any utility deposits which it or its predecessors may have posted. Accordingly, there will be no prorations for debt service (other than in connection with the Existing Loan), insurance or utilities. In the event a meter reading is unavailable for any utility directly contracted for by Sellers, such utility shall be prorated in the manner provided in Section 5.8.2(f). Notwithstanding the foregoing, Buyer acknowledges that Seller has indicated that the Tenant Leases are “net leases” and that each Tenant under such Tenant Lease is required to (x) pay all costs, charges, assessments, taxes, impositions, and expenses of every kind and nature whatsoever (other than non-casualty repairs to the roof and other structural elements of the improvements) with respect to the applicable portion of the Property leased by such Tenant under a Tenant Lease, and (y) arrange and pay for all utilities necessary to service the applicable portion of the Property leased by such Tenant under a Tenant Lease (collectively, the “Tenant Expenses”). Accordingly, notwithstanding anything else contained in this Section 5.8 to the contrary, there shall be no pro-rations under this Agreement for any Tenant Expenses (other than for real property taxes that are due and owing as of the Closing Date) to the extent the Tenants are required to pay such Tenant Expenses pursuant to the terms of the Tenant Leases. In the event Sellers pay any real property taxes that constitute T...
