SELLER THE AMOUNT OF SUCH DIFFERENCE,
PRORATED FOR THE NUMBER OF DAYS BEFORE THE CLOSING DURING SUCH TAX PERIOD FOR
WHICH SUCH TAXES HAVE NOT BEEN PAID.
IF ANY SAVINGS IN TAXES ARE REALIZED, ALL
COSTS ASSOCIATED WITH THE MARVIN F. POER COMPANY SERVICE CONTRACT LISTED ON
EXHIBITS E-1, E-2 AND E-3 SHALL BE SHARED ON A PRO RATA BASIS BETWEEN SELLER AND
PURCHASER.
13
(IV)
TAX REFUNDS.
ALL REFUNDS OF TAXES RECEIVED BY SELLER OR PURCHASER
AFTER THE CLOSING WITH RESPECT TO THE REAL PROPERTY ("TAX REFUNDS") SHALL BE
APPLIED (A) FIRST, TO SELLER OR PURCHASER, AS THE CASE MAY BE, TO THE EXTENT OF
THIRD PARTY EXPENSES INCURRED BY IT IN PROTESTING AND OBTAINING SUCH TAX REFUND,
(B) SECOND, TO PURCHASER TO THE EXTENT THAT SUCH TAX REFUND IS REQUIRED TO BE
PAID (OR CREDITED AGAINST OTHER AMOUNTS PAYABLE BY) THE TENANTS UNDER THE
LEASES, AND (C) THIRD, (X) TO SELLER IF SUCH TAX REFUND IS FOR ANY TAX PERIOD
WHICH ENDS BEFORE THE CLOSING, (Y) TO PURCHASER IF SUCH TAX REFUND IS FOR ANY
TAX PERIOD WHICH COMMENCES AFTER THE CLOSING, AND (Z) WITH RESPECT TO ANY TAX
REFUND FOR ANY TAX PERIOD IN WHICH THE CLOSING OCCURS, (1) TO SELLER IN AN
AMOUNT PRORATED FOR THE NUMBER OF DAYS FROM, INCLUDING AND AFTER THE
COMMENCEMENT OF SUCH TAX PERIOD UNTIL THE DAY BEFORE THE CLOSING, AND (2) TO
PURCHASER IN THE AMOUNT OF SUCH REFUND PRORATED FOR THE NUMBER OF DAYS FROM,
INCLUDING AND AFTER THE DATE OF THE CLOSING THROUGH THE END OF SUCH TAX PERIOD.
IF SELLER OR PURCHASER RECEIVES ANY TAX REFUND, THEN EACH SHALL RETAIN OR PAY
SUCH AMOUNTS (OR PORTIONS THEREOF) IN ORDER THAT SUCH PAYMENTS ARE APPLIED IN
THE MANNER SET FORTH IN THIS SUBSECTION (IV).
(V)
INSTALLMENTS.
TO THE EXTENT THAT TAXES FOR A PARTICULAR TAX
PERIOD INCLUDE SPECIAL ASSESSMENTS OR INSTALLMENTS OF SPECIAL ASSESSMENTS, FOR
THE PURPOSE OF THIS SUBSECTION (B), TAXES FOR SUCH TAX PERIOD SHALL BE
DETERMINED ASSUMING PAYMENT OVER THE LONGEST PERIOD OF TIME PERMITTED BY THE
APPLICABLE TAXING AUTHORITIES.
(C)
UTILITIES.
(I)
GENERAL UTILITIES.
PRIOR TO THE CLOSING DATE, PURCHASER SHALL
NOTIFY EACH OF THE UTILITY COMPANIES WHICH PROVIDE SERVICES TO THE REAL PROPERTY
OF THE SCHEDULED TRANSFER OF THE REAL PROPERTY ON THE CLOSING DATE, AND MAKE
APPROPRIATE ARRANGEMENTS WITH THE UTILITY COMPANIES TO BILL SELLER FOR SERVICES
PROVIDED BEFORE THE CLOSING DATE, AND TO PURCHASER FOR SERVICES PROVIDED ON AND
AFTER THE CLOSING DATE.
IF SUCH ARRANGEMENTS CANNOT, OR ARE NOT, MADE AS OF THE
CLOSING, THEN PURCHASER SHALL MAKE THE APPROPRIATE ARRANGEMENTS PROMPTLY AFTER
CLOSING, AND PROMPTLY AFTER SUCH ARRANGEMENTS ARE MADE, PURCHASER SHALL PAY TO
SELLER AN AMOUNT EQUAL TO THE COST OF THE SERVICES THAT WERE BILLED TO SELLER,
FOR THE PERIOD FROM AND AFTER CLOSING, AND SELLER SHALL PAY THE SAME TO THE
APPROPRIATE UTILITY COMPANY.
SELLER WILL NOT ASSIGN, AND WILL SEEK THE RETURN
OF, ANY DEPOSITS OR OTHER FORMS OF SECURITY HELD BY THE UTILITY