Prorations and Charges. All apportionments and/or prorations for ad valorem property taxes, community association fees, solid waste and governmental fees and utility bills for services that cannot be terminated as of the Closing Date will be prorated at Closing based upon actual figures to the extent available, or, if not available, based upon the most current information available on the basis of the actual days within the applicable period. If any of the apportionments and/or prorations cannot be calculated accurately based on actual figures on the Closing Date, then they will be calculated based on Seller’s good faith estimates thereof and will not be re- prorated. Buyer shall be responsible for all prorated fees for the Closing Date.
Prorations and Charges. (a) At Closing, Tenant and Landlord shall prorate as of the Closing Date those items of income and expense that are capable of an exact determination. For those items of income and expense that are incapable of an exact determination as of the Closing Date, Tenant and Landlord shall make a good faith estimate of the closing prorations using the most recent ascertainable amounts of or other reliable information in respect to each such item of income and expense. Real estate taxes and assessments that are not yet due and payable shall be apportioned using the rates and valuation shown on the latest available tax xxxx. If percentage rent is payable pursuant to any of the tenant leases, Landlord shall be entitled to its prorata share of any percentage rent under any tenant lease for any fiscal year which includes the Closing Date, and the proration shall be based on the number of days in such fiscal year before Closing and the actual percentage rent due under any such tenant lease for the most recent period for which percentage rent was due and payable thereunder. Tenant and Landlord shall use their best efforts to obtain an exact determination of the remaining items of income and expense within sixty (60) days after the Closing Date, except for the xxxx for real estate taxes and percentage rent which may be available sometime after the sixtieth (60th) day after the Closing Date. On or before the sixtieth (60th) day after the Closing Date, Tenant shall deliver a report to Landlord, indicating which estimated closing items have been determinable, together with such documentation enabling Tenant to make such exact determination and the amount either owed by, or owed to, Landlord. Landlord shall have twenty (20) days to review such report and indicate its approval of such determinations. After approval of such report or after receipt of the actual xxxx for real estate taxes and/or percentage rent, if Tenant owes money to Landlord, Tenant shall promptly pay such overage to Landlord, or if Landlord owes Tenant money, Landlord shall promptly pay the amount so owed to Tenant. This provision shall survive the Closing for a period of one (1) year and the recording of the Deed and shall not be merged thereby. For purposes of computing any prorations required under this Section, the Closing Date shall be a day of income and expense to Tenant unless the Closing Date occurs on the last day of a month, in which event the Closing Date shall be a day of income and expense to ...
Prorations and Charges. (a) The building tenants are currently responsible under the terms of their respective Leases for the payment of all taxes and assessments on the Real Property and such tenants shall remain responsible for all real estate taxes and assessments through the day prior to Closing and after Closing. Buyer and Seller agree that there shall be no proration at Closing for real estate taxes and assessments.
Prorations and Charges. All real estate taxes and assessments affecting the Premises are paid by Purchaser according to the Lease (hereinafter defined). There shall be no tax proration between the parties for real estate tax and assessments at closing. Seller has no obligation to pay any unpaid real estate taxes and assessments specifically attributable to the Premises.
Prorations and Charges. With respect to any taxable period including the Closing Date, the parties shall prorate and apportion, on a per diem basis, as of the close of business on the Closing Date, the personal property taxes and assessments, both general and special, for the Assets, based upon the last available tax statement. If the actual real and personal property taxes paid by any party in respect of the period of the proration exceed the amount so pro rated, the other party shall, upon presentation of appropriate paid tax bills, reimburse the first party for such excess. In addition, Seller shall be charged the cost of discharging any and all financial encumbrances, including, but not limited to, all deeds of trusts, mortgages and mechanics and materialmen's liens on the Land, unless any of the foregoing is a Permitted Exception or Permitted Encumbrance. With respect to Leased Land, the parties shall prorate, as of the close of business on the Closing Date, to the extent relevant rent, real estate taxes, operating costs and any other amounts due under the applicable Real Estate Lease. If the pro rata amounts are not known as of the Closing Date, adjustments shall be made post Closing at such time as they are known to the parties. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall pay any federal, state or local sales, use, excise, transfer, conveyance taxes or registration costs or similar taxes, or fees (including any mortgage tax or other similar governmental charges) arising in connection with the transactions contemplated by this Agreement.
Prorations and Charges. Seller shall (or shall cause the Company to) pay all Taxes and assessments relating to the Owned Real Property for any Tax year prior to the real estate Tax year in which the Closing occurs shall be paid in full on or before the Closing Date or deposit (or cause the Company to deposit) in escrow with the Title Company for payment to the relevant Tax authority an amount sufficient to fully discharge the same. Real Property Taxes for the current Tax year shall be prorated between Seller and Buyer as of the Closing Date on a daily, pro-rata basis based upon the latest available estimates of the amount thereof or the actual amount of such Taxes. In the event that the actual amount of any such Taxes for an applicable Tax period is not known as of the Closing Date, the proration of such Taxes shall be made based upon the latest available Tax figures, and when the actual Tax bills for such Taxes for the applicable Tax period is received by either Buyer (or the Company) or Seller, such party shall provide notice of its receipt and a copy of such bills to the other and, if necessary, they shall thereafter promptly make a cash settlement based upon the actual Tax bills. In addition, all other operating expenses associated with the Owned Real Property shall be prorated as of the Closing Date.
Prorations and Charges. Real estate taxes for the year of Closing and annual municipal or special district assessments, including, without limitation, any community facilities district, lienable water and sewer rentals (and trash, if applicable), license, or permit and inspection fees, and assessments relating to each homeowners’ association (“HOA”) and planned community affecting the Property, if any, will be apportioned as of the Closing Date between Buyer and Seller on the basis of the actual days within the applicable period.
Prorations and Charges. The parties shall prorate and apportion, on a calendar year basis, as of the close of business on the Closing Date, the real estate taxes and assessments, both general and special, for the Land, based upon the last available tax statement. If the actual real estate taxes paid by Buyer in respect of the period of the proration exceed the credit given Buyer at closing for such taxes, Seller shall, upon presentation of appropriate paid tax bills, reimburse Buyer for any amounts incurred by Buyer for such taxes in excess of prorated credit. In addition, Seller shall be charged the following closing costs: (a) the state and local real estate transfer and similar taxes and conveyance fees; and (b) the cost of discharging any and all financial encumbrances, including all deeds of trusts, mortgages and mechanics and materialmen's liens on the Land. With respect to Leased Land, the parties shall prorate rent, insurance costs, real estate taxes, operating costs (e.g., CAMs) and any other amounts due under the applicable Real Estate Lease. If the pro rata amounts are not known as of the Closing Date, adjustments shall be made post closing at such time as they are known to the parties.
Prorations and Charges. (a) All general real estate and personal property taxes shall be prorated through the day before the Closing based on the taxes for the year that the Closing is in, if known, otherwise on the prior year’s taxes. Seller shall be responsible for all real estate taxes through the day prior to the Closing. In the event taxes are prorated on the prior year’s taxes, the parties agree to reprorate taxes when the taxes for the current year are known, and the parties agree to make such payment between themselves to effectuate such reproration. Assessments of any kind (general, special or otherwise) levied or to be levied, if any, for work on site actually commenced or announced (by either a private individual or entity or a governmental entity) prior to Closing shall be paid by Seller at or prior to Closing. All other assessments shall be paid by Buyer if this transaction is consummated.
Prorations and Charges. All Taxes relating to the Land for any tax year prior to the real estate tax year in which the Closing occurs shall be paid in full by Sellers on or before the Closing Date or an amount sufficient to fully discharge the same shall be deposited in escrow with the Title Company for payment to the relevant Tax authority. Real property Taxes for the current tax year shall be prorated between Sellers and Buyer as of the Closing Date on a daily, pro-rata basis based upon the latest available estimates of the amount thereof or the actual amount of such Taxes. If the pro rata amounts are not known as of the Closing Date, adjustments shall be made post-Closing at such time as they are known to the parties. Buyer and Sellers shall each pay one-half of the escrow fees and cancellation fees to the Title Company. The following costs shall be paid by Buyer: (a) all costs attributable to the issuance of the Title Commitments and any amendments or modifications thereto, endorsements, title searches and title policies ordered in accordance with Section 3.4(b); (b) the costs and expenses of the Survey pursuant to Section 3.6; and (c) documentary, transfer or stamp fees and other customary Closing costs, such as recording fees.
