ESCROW FIRST TO THE
OBLIGATIONS THEN OWING TO BUYER FOR ITS PERIOD OF OWNERSHIP AND TO COSTS OF
COLLECTION, REMITTING THE BALANCE, IF ANY, TO SELLER.
ANY PREPAID RENTS FOR THE
PERIOD FOLLOWING THE CLOSING DATE SHALL BE CREDITED BY SELLER TO BUYER AT CLOSE
OF ESCROW.
BUYER WILL MAKE REASONABLE EFFORTS, WITHOUT SUIT, TO COLLECT ANY
RENTS APPLICABLE TO THE PERIOD BEFORE CLOSE OF ESCROW.
SELLER MAY PURSUE
COLLECTION AS TO ANY RENT NOT COLLECTED BY BUYER WITHIN 6 MONTHS FOLLOWING THE
CLOSING DATE PROVIDED THAT SELLER SHALL HAVE NO RIGHT TO TERMINATE ANY LEASE OR
ANY TENANT'S OCCUPANCY UNDER ANY LEASE IN CONNECTION THEREWITH.
ALL AMOUNTS
COLLECTED BY SELLER ON ACCOUNT OF COMMON AREA MAINTENANCE, TAXES AND INSURANCE
CHARGES AND EXPENSES IN EXCESS OF THE ACTUAL OPERATING EXPENSES INCURRED BY
SELLER THROUGH THE CLOSING DATE SHALL BE PAID TO BUYER AT CLOSE OF ESCROW.
IF
ALL AMOUNTS COLLECTED BY SELLER ON ACCOUNT OF COMMON AREA MAINTENANCE, TAXES AND
INSURANCE CHARGES AND EXPENSES ARE LESS THAN THE ACTUAL OPERATING EXPENSES
INCURRED BY SELLER THROUGH THE CLOSING DATE, THEN THE AMOUNT OF SUCH DEFICIENCY
SHALL BE PAID TO SELLER AT CLOSE OF ESCROW.
11.3(C)
UTILITIES.
UTILITIES, INCLUDING WATER, SEWER, ELECTRIC, AND GAS,
BASED UPON THE LAST READING OF METERS PRIOR TO THE CLOSE OF ESCROW SHALL BE
PRORATED.
SELLER SHALL ENDEAVOR TO OBTAIN METER READINGS ON THE DAY BEFORE THE
CLOSING DATE, AND IF SUCH READINGS ARE OBTAINED, THERE SHALL BE NO PRORATION OF
SUCH ITEMS.
SELLER SHALL PAY AT CLOSE OF ESCROW THE BILLS THEREFOR FOR THE
PERIOD TO THE DAY PRECEDING THE CLOSE OF ESCROW, AND BUYER SHALL PAY THE BILLS
THEREFOR FOR THE PERIOD SUBSEQUENT THERETO.
IF THE UTILITY COMPANY WILL NOT
ISSUE SEPARATE BILLS, BUYER WILL RECEIVE A CREDIT AGAINST THE PURCHASE PRICE FOR
SELLER'S PORTION AND WILL PAY THE ENTIRE BILL PRIOR TO DELINQUENCY AFTER CLOSE
OF ESCROW.
IF SELLER HAS PAID ANY UTILITIES NO MORE THAN THIRTY (30) DAYS IN
ADVANCE IN THE ORDINARY COURSE OF BUSINESS, THEN BUYER SHALL BE CHARGED ITS
PORTION OF SUCH PAYMENT AT CLOSE OF ESCROW.
RECOVERIES FROM THE REIMBURSEMENT
OF UTILITY EXPENSES COLLECTED BY BUYER OR SELLER (OR A THIRD PARTY SERVICE
PROVIDER) SHALL BE PRORATED BASED UPON, AND SHALL RELATE BACK TO, THE MONTHS IN
WHICH THE BILLED EXPENSES WERE INCURRED.
11.3(D)
FEES AND CHARGES UNDER SERVICE CONTRACTS, LICENSES AND PERMITS.
FEES AND CHARGES UNDER SUCH OF THE SERVICE CONTRACTS, LICENSES AND PERMITS AS
ARE BEING ASSIGNED TO AND ASSUMED BY BUYER AT THE CLOSE OF ESCROW, ON THE BASIS
OF THE PERIODS TO WHICH SUCH SERVICE CONTRACTS, LICENSES AND PERMITS RELATE
SHALL BE PRORATED.
11.3(E)
FINAL ADJUSTMENT AFTER CLOSING.
IF FINAL PRORATIONS CANNOT BE
MADE AT CLOSE OF ESCROW FOR ANY ITEM BEING PRORATED UNDER SECTION 11.3,
INCLUDING TAXES, THEN BUYER AND SELLER AGREE TO ALLOCATE SUCH ITEMS ON A FAIR
AND EQUITABLE BASIS AS SOON AS INVOICES OR BILLS ARE AVAILABLE, WITH FINAL
ADJUSTMENT TO BE MADE AS SOON AS REASONABLY POSSIBLE AFTER THE CLOSE