|AMAZON COM INC filed this Form 10-K on 01/30/2013|
to collect from the tenants and licensees all Rents that are delinquent for the period prior to the Closing Date. Purchaser shall remit to Seller any Rents received by Purchaser subsequent to the Closing Date which are attributable to periods prior to the Closing Date within thirty (30) days from Purchasers receipt of such Rents, together with appropriate supporting documentation; such costs shall be net of costs of collection. Seller shall remit to Purchaser any Rents received by Seller after Closing that are attributable to periods from and after Closing within thirty (30) days from Sellers receipt of such Rents, together with appropriate supporting documentation. Except for rent under the Amazon Lease, which, if not paid current at Closing shall be added to the Purchase Price, for any Rents that are delinquent for the period prior to Closing, Seller shall have the right to pursue all rights and remedies against the applicable tenants or licensees to recover such delinquencies; provided, however, that Seller shall not be entitled to dispossess such tenants or licensees, disturb their possession of their leased premises or seek any involuntary bankruptcy of any tenant or licensee. As used herein, the term Apportionment Time shall mean 11:59 p.m. Pacific time on the date immediately prior to the Closing Date.
8.5.4 Real Estate, Local Improvement District and Personal Property Taxes. Real estate, personal property, payments due under any Local Improvement District and ad valorem taxes for the year in which the Closing occurs will be prorated between Seller and Purchaser as of the Apportionment Time on the basis of actual bills therefor, if available, with such proration to be based on the applicable tax year (i.e. not the year of assessment) rather than on the calendar year. If such bills are not available, then such taxes and other charges shall be prorated on the basis of the most currently available tax bills and, thereafter, promptly re-prorated upon the availability of actual bills for the applicable period. Any and all rebates or reductions in taxes received after Closing for the tax year in which Closing occurs, net of costs of obtaining the same (including without limitation reasonable attorneys fees) and net of any amounts due to tenants, shall be prorated as of the Apportionment Time, when received by Seller or Purchaser. The current installment of all special assessments and business improvement district taxes and assessments, if any, that are a lien against the Property at the time of Closing and that are being or may be paid in installments shall be prorated as of the Apportionment Time.
8.5.5 Utilities. Water, sewer, electric, fuel (if any) and other utility charges, other than those for which tenants under Leases or licensees under Licenses are responsible directly to the provider, shall be prorated as of the Apportionment Time. If consumption of any of the foregoing is measured by meter, Seller shall, prior to the Closing Date, endeavor to obtain a reading of each such meter and a final bill as of the Closing Date. If there is no such meter or if the bill for any of the foregoing will not have been issued as of the Closing Date, the charges therefor shall be adjusted as of the Apportionment Time on the basis of the charges of the prior period for which such bills were issued and shall be further adjusted between the parties when the bills for the correct period are issued. Seller and Purchaser shall cooperate to cause the transfer of utility accounts from Seller to Purchaser.
8.5.6 Insurance Policies. Premiums on insurance policies will not be subject to proration; instead, as of the Closing Date, Seller will terminate its insurance coverage for the Property and Purchaser will effect its own insurance coverage.