Prorations. Any Rent or other amounts payable to Landlord by Tenant hereunder for any fractional month shall be prorated based on a month of 30 days. As used herein, the term “fiscal year” shall mean the calendar year or such other fiscal year as Landlord may deem appropriate.

Prorations. All prorations required or permitted to be made hereunder shall be made on the basis of a 360 day year and 30 day months.

Prorations. At Closing, the following items shall be prorated as of the date of Closing with all items of income and expense for the Properties being borne by ​ from and after (but including) the date of Closing: Tenant Receivables (defined below) and other income and rents that have been collected by ​ as of Closing; fees and assessments; prepaid expenses and obligations under Service Contracts; accrued operating expenses; real and personal ad valorem taxes and assessments (“Taxes”); and any assessments by private covenant for the then-current calendar year of Closing. Specifically, the following shall apply to such prorations and to post-Closing collections of Tenant Receivables:

Tax Prorations. All taxes and assessments (including pending assessments if the related improvement is substantially completed as of the Closing Date), whether payable in installments or not, for the year of closing will be prorated to the Closing Date based on the latest available tax rate and assessment valuation (with the parties signing a proration agreement as to adjustments when actual taxes are known).

All reconciliations for Prorations shall be completed and paid within sixty (60) days after the First Escrow Release Date, and the parties agree to cooperate in calculating and effecting such reconciliations.

The following adjustments and pro-rations shall be, as appropriate, added to or deducted from the amount set forth in [Section 2.1(c)], and shall be computed to, but not including, the Closing Date:

Prorations. Prior to the Closing, Seller shall determine the amounts of the prorations and other payments due between the Parties at the Closing in accordance with this Agreement and notify Purchaser thereof. Purchaser shall review and approve such determination promptly and prior to the Closing, such approval not to be unreasonably withheld or delayed.

The remainder of the Purchase Price, subject to prorations and adjustments provided for in this Agreement (the “Closing Payment”), by wire transfer at Closing.

On the Closing Date (as hereinafter defined), the balance of the Purchase Price (plus or minus any prorations, to the extent applicable) by federally wired “immediately available” funds delivered to the Escrow Agent’s account as set forth in the Escrow Agreement, and ​’s and any lender’s authorization to close shall be given to Escrow Agent, no later than 12:00 Noon Eastern Time on the Closing Date. If the funds and ​’s and any lender’s authorization to close are not received by the Escrow Agent by 12:00 Noon Eastern Time but are received on the Closing Date, then on the Closing Date, ​ shall pay ​ an amount equal to any increased financing costs incurred by ​, which may include additional per diem interest, increases in the amount of any prepayment penalties or payment of interest for the full month in which Closing occurs.

Seller's obligation to close hereunder shall be expressly conditioned upon Buyer's performance (in all material respects) of all covenants and agreements required by this Agreement to be performed by Buyer at or prior to the Closing Date, including payment of the Purchase Price in accordance with the terms of this Agreement, subject to the adjustments and prorations contemplated by this Agreement, and the continuing validity (in all material respects) of all of the representations and warranties of Buyer set forth in this Agreement. Upon Buyer's failure to perform (in all material respects) all such covenants and agreements, Seller shall be entitled to receive the Deposit from Escrow Agent, as liquidated damages and not as a penalty, and such receipt shall be Seller's sole remedy, except that provisions contained herein which expressly survive termination of this Agreement shall survive. In no event shall Seller bring action, sue or seek damages or recourse against # any director, officer, principal, shareholder, member or affiliate of Buyer or [[Organization A:Organization]] or # [[Organization A:Organization]]