Prorations and Apportionments. (a) All revenues from the Property and all expenses of the Property shall be prorated and apportioned as of 12:01 a.m., Pacific time, on the Closing Date (the "PRORATIONS"). Taxes shall be prorated as of the Closing Date, based on a 365-day year. Contributors shall be charged and credited for such Prorations up to the Closing Date and the Company shall be charged and credited (or, at Contributors' option, paid by check for unused security or other deposits) for all of the same on and after the Closing Date. Prior to the Closing, the Company and Contributors shall review and approve the Prorations. If the actual amounts to be prorated are not then known, or if any additional expenses are incurred or income received after the date the Prorations are made, the Prorations shall be made on the basis of the best evidence then available. When actual figures are later received, a cash settlement will be made between Contributors and the Company. To the extent possible, Contributors shall have all metered utilities read by the applicable utility provider as of the Closing Date. As to each utility which is so read, Contributors shall have the responsibility to pay at Closing each bill xxxrefore, and the Company shall be responsible for all subsequent charges for such utilities. To the extent such utilities may not be read as of the Closing, such utility bills shall be prorated when the last bill xxxurred by Contributors is received. No Prorations shall be made for rents, license payments, receivables or accounts ("REVENUES") delinquent as of the Closing Date, and no credit shall be given to Contributors for any Revenues delinquent as of the Closing Date. As used in the immediately preceding sentence, the term "delinquent" shall mean, with respect to any Revenue, that the Revenue in question accrued at any time prior to the then-current calendar month. Nevertheless, if the Company collects any Revenues that were delinquent on or before the Closing, such Revenues shall be attributed first to the current Revenues and then to the portion that was delinquent on or before the Closing and the Company shall promptly remit to Contributors the portion of such Revenues collected, if any, attributable to the period of time prior to the Closing Date; provided, however, that Contributors shall not be entitled to commence any legal proceeding or alternative proceedings seeking to compel any Tenant to pay delinquent rents or amounts claimed to be owing by Contributors to the extent...
Prorations and Apportionments. V.8.1. All revenues and all expenses of the Property shall be prorated and apportioned as of 12:01 a.m. on the Closing Date, so that Seller shall bear all expenses with respect to the Property and shall have the benefit of all income with respect to the Property through and including the period preceding the Closing Date. Any revenue or expense amount which cannot be ascertained with certainty as of the Closing Date shall be prorated on the basis of the parties' reasonable estimates of such amount (other than reimbursements for operating expenses not billed currently to tenants) and shall be the subject of a final proration thirty (30) days after the Closing Date or as soon thereafter as the precise amounts can be ascertained. A statement setting forth such agreed prorations shall be delivered to the Title Company. The Title Company shall not be required to calculate any prorations.
Prorations and Apportionments. Contemporaneously with the Closing, Seller intends to lease the Properties from Buyer. Therefore, the parties do not anticipate the need to prorate revenues or expenses. However, in the event an item of expense or revenue must be prorated, it shall be prorated and apportioned as of 12:01 a.m. on the date of the Closing so that Seller shall bear all expenses with respect to the Properties and shall have the benefit of all income with respect to the Properties through and including the period preceding the date of the Closing. Any taxes or other amounts which cannot be ascertained with certainty as of the Closing shall be prorated on the basis of the parties’ reasonable estimates of such amount(s) and shall be the subject of a final proration thirty (30) days after the Closing or as soon thereafter as the precise amounts can be ascertained. Notwithstanding the foregoing, monthly rent payable by the “Tenant” under the Lease shall be prorated based upon the actual number of days in the month in which the Closing occurs, and shall be paid by Seller at the Closing for the period commencing on the Closing and ending on the last day of the month in which the Closing occurs. In addition, if the Closing occurs on or after the twenty-fifth (25th) day of the month, Seller also shall pay the monthly rent payable by Tenant under the Lease for the immediately succeeding calendar month.
Prorations and Apportionments. As set forth in each Lease, Seller will be responsible for the payment of all utilities, taxes, assessments, charges and costs of every kind and nature associated with the operation and use of a Location. As such, Buyer and Seller shall not adjust, prorate or apportion any such items at Closing but rather Seller shall continue to be fully responsible for all such items. Seller shall have no claims against Buyer, and Seller hereby releases Buyer from and agrees to indemnify and hold Buyer harmless from all claims and liability with respect to the agreement herein not to make any such adjustments, prorations and apportionments.
Prorations and Apportionments. As a general principle it is agreed that Sellers shall be responsible for all expenses, and shall receive all income from the Purchased Assets, attributable to the period prior to and including the Proration Time; and that Buyers shall be responsible for all expenses, and shall receive all income from the Purchased Assets, attributable to the period after the Proration Time. Buyers and Sellers (subject to the approval of the Trustee) shall jointly prepare proposed proration schedules prior to the Closing Date (as defined below) including the items listed below and any other items the parties mutually determine to be necessary or proper. Buyers and Sellers shall use commercially reasonable efforts to finalize and agree on the final proration schedule, subject to the approval of the Trustee (the “Proration Schedule”) at least one (1) business day prior to the Closing. All items shall be prorated on the basis as of 11:59 p.m. (Eastern Time) on (the “Proration Time”) on the day before the Operations Transfer Date. The Operations Transfer Date is to be September 5, 2023 or such other date agreed to in an Operations Transfer Agreement in form satisfactory to the Trustee (the “Operations Transfer Agreement”), the purpose of which is to provide for an orderly transition of the Project to Buyers to begin to manage the Project as of the Closing, and for Sellers to pay for all expenses of the Project through the Proration Time, and to retain the benefit of all of the revenues of the Project through the Proration Time, and for Buyers to use of any licenses of Sellers required to operate the Project to the extent permitted by law, prior to obtaining a license to operate the Project between the Closing and the Operations Transfer Date. A copy of the Operations Transfer Agreement is attached as Exhibit A to this Agreement. The pro-rated items shall, without limitation, consist of:
Prorations and Apportionments. (a) All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to the operation of the Property (but not including insurance premiums or amounts payable to any of Buyer's contractors) shall be prorated as of the Closing Date, based on a three hundred sixty-five (365) day year (the "Prorations"). Seller shall be charged and credited for such Prorations up to the Closing Date and Buyer shall be charged and credited (or paid by check for unused deposits or prepaid rents) for all of the same on and after the Closing Date. Prior to Closing, Buyer and Seller shall review and approve the Prorations. If the actual amounts to be prorated are not known as of the Closing Date, the Prorations shall be made on the basis of the best information then available. When actual figures are later received, a cash settlement thereof will be made between Seller and Buyer. The provisions of this Section 8.6 shall survive the Closing.
Prorations and Apportionments. 1. Payments required to be made by the Operator under the Operating Lease shall be prorated, credited or applied in accordance with Section 9.6(b) hereof. All other income and expenses in connection with the ownership, operation and maintenance of the Property and not accounted for in the calculation of amounts due under the Operating Lease, shall be prorated as of the Closing Date. In addition, Seller shall retain that portion of the FF&E Reserves (and at the Closing Operator shall deliver such portion to Seller from the account in which the FF&E Reserves are held in trust for Seller) equal to (i) $896,454, plus (ii) all amounts contributed to the FF&E Reserves and attributable to the period from October 1, 1996 through October 31, 1996, plus (iii) fifty percent (50%) of all amounts to be deposited into the FF&E Reserves pursuant to the terms of the Operating Lease and attributable to the period between November 1, 1996, and the Closing Date. The remaining fifty percent (50%) of the FF&E Reserves attributable to the period between November 1, 1996 and the Closing Date may be expended by the Operator in accordance with the terms of the Operating Lease and any budgets approved pursuant thereto, and any portion thereof which is not so expended by the Operator shall be transferred to Buyer without any adjustment to the Purchase Price. At close of Escrow, Buyer shall deposit in Escrow any additional amount required to cover prorations and other charges to Buyer which have been determined prior to close of Escrow in accordance with this Agreement. Seller and Buyer shall settle any prorations not known at close of Escrow within thirty (30) calendar days after the Closing Date (including adjustments in accordance with the provisions of the Operating Lease which would otherwise be made at the end of the Lease Year in which the Closing occurs under the Operating Lease). In the event that either party hereto receives amounts that are due to the other under the terms of this Section 9.6(a), such amounts shall be paid to the party entitled thereto within thirty (30) calendar days of receipt by the other of such amount, which payment shall be accompanied by a calculation thereof together with such documentation as may be reasonably necessary to support such calculation.
Prorations and Apportionments. Except as otherwise provided in this Section 9.6 or elsewhere in this Agreement, all revenues from the Property and all expenses of the Property shall be prorated and apportioned (the "Prorations") as of 11:59 p.m. on the day before the Closing Date (the "Cutoff Time"), and Seller shall be charged and credited for such Prorations up to the Cutoff Time and Buyer shall be charged and credited for all of the same after the Cutoff Time. Prior to Closing, Buyer and Seller shall review and approve the Prorations. If the actual amounts to be prorated and apportioned are not then known, or if any additional revenues may be received or expenses incurred after the date the Prorations are made, the Prorations shall be made on the basis of the best evidence then available. In particular:
Prorations and Apportionments. Contemporaneously with the Closing, Seller intends to lease the Property from Buyer. Therefore, the parties do not anticipate the need to prorate revenues or expenses. However, in the event an item of expense or revenue must be prorated, it shall be prorated and apportioned as of 12:01 a.m. on the date of the Closing so that Seller shall bear all expenses with respect to the Property and shall have the benefit of all income with respect to the Property through and including the period preceding the date of the Closing. Any taxes or other amounts which cannot be ascertained with certainty as of the Closing shall be prorated on the basis of the parties’ reasonable estimates of such amount(s) and shall be the subject of a final proration thirty (30) days after the Closing or as soon thereafter as the precise amounts can be ascertained.
Prorations and Apportionments. Escrow Holder shall generate a closing statement setting forth the prorations and apportionments required by this Section, which closing statement shall not be effective until approved by Buyer and Seller prior to the Closing Date. Where possible, Buyer and Seller shall determine the amounts to be prorated and provide Escrow Holder with a spreadsheet containing that information at least two (2) Business Days before the Closing. The following items are to be prorated on a per diem basis as of as of 12:01 a.m. on the Closing Date:
