Stamps.com 2011 Annual Report Download - page 88

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11. Prorations .
(a) Subject to the provisions of this Paragraph 11
, all revenues and expenses relating to the Property, including
without limitation, non-
delinquent real property taxes and assessments, utility charges and the like, shall be prorated on an accrual basis as of the
Close of Escrow; provided, that rent shall be prorated only for the calendar month in which the Close of Escrow shall occur. Such proration
shall be made as of 12:01 a.m. California time on the Closing Date (the " Proration Time
"). All monthly prorations shall be calculated on
actual days of the applicable month and all annual prorations shall be calculated based on a 365-
day year. Not less than two (2) business days
prior to the Close of Escrow, Seller and Buyer shall agree upon a schedule of expenses and prorations ("
Proration and Expense Schedule
"). If any prorations, apportionments or computations made under this Paragraph 11
shall require final adjustment because the information is
unavailable at the Proration Time, then the parties shall make the appropriate adjustments promptly when accurate information becomes
available and either party hereto shall be entitled to an adjustment to correct the same. Such adjustments shall be made as soon as complete and
accurate information becomes available, but in all events no later than sixty (60) days after the Close of Escrow (the "
Final Proration Date
"). Any corrected adjustment or proration shall be paid promptly in cash to the party entitled thereto. The obligations of the parties under this
Paragraph 11
shall survive the Close of Escrow until the Final Proration Date and shall not merge with the Deed. The foregoing terms of this
subsection (a) are subject to the terms of Paragraphs 11(b), (c), (d), (e) (f) and (g) below.
(b) Seller shall have no responsibility for the payment of commissions which relate to any future expansion or lease
renewal which occurs after the Closing, provided that Seller shall be responsible for the costs of tenant improvement work, tenant improvement
allowances and third-
party leasing commissions relating to the initial term of those Leases executed as of the Opening of Escrow. In connection
with the preceding sentence, if any such tenant improvement work is not completed or any such leasing commissions not fully paid, then the
applicable construction contract(s) and/or commission agreement(s) shall be assigned in favor of Buyer and assumed by Buyer and Buyer shall
be entitled to a credit against the Purchase Price equal to the portion of such tenant improvement costs and leasing commissions due and owing
by Seller as of the Close of Escrow (and Buyer shall be responsible to pay such unpaid tenant improvement costs and leasing
commissions). Conversely for any New or Current Leases (as defined in Section 21.1 of this Agreement) that is approved during Escrow by
Buyer, Buyer shall be responsible (provided the transaction as contemplated by this Agreement closes) for payment of all leasing commissions
and tenant improvements under New or Current Leases that are approved by Buyer during the Escrow Period. Notwithstanding the foregoing, in
no event shall Buyer have any responsibility for any payments, including leasing commissions and tenant improvements, that are part of or
related to Approved Tenant Relocations pursuant to Section 7.2.4.
9