America Online 2010 Annual Report Download - page 159

7.6.1.1 If there are meters measuring the consumption of water, gas or electric current, Seller, not more than one day prior to the Closing Date, if
possible, shall cause such meters for utilities for which Seller, and not tenants, is responsible to be read, and shall pay all utility bills for which
Seller is liable upon receipt of statements therefore. Purchaser shall be responsible for causing such utilities and services to be changed to its
name and shall be liable for and shall pay all utility bills for services rendered after 12:01 a.m. on the Closing Date. On the Closing Date,
Purchaser shall post such security deposits as are required by the utility companies in order to continue service to the Real Property in
replacement of the security deposits deposited by Seller with such utility companies.
7.6.1.2 Any delinquent Real Estate Taxes assessed against the Property shall be paid (together with any interest and penalties) by Seller at the
Closing from the Purchase Price. For purposes of this Agreement, the term "Real Estate Taxes" shall mean all taxes, assessments, vault rentals,
and other charges, if any, general, special or otherwise, and all assessments for schools, public betterments and general or local improvements,
levied or assessed upon or with respect to the ownership of and/or all other taxable interests in the Property, or any part thereof, imposed by any
public or quasi-public authority having jurisdiction. Expenses shall be prorated on the basis of the actual number of days in the applicable period.
7.6.2 Prepaid Charges. Any prepaid charges in connection with transferable licenses or permits issued in connection with the Property which has been
assigned to and assumed by Purchaser shall be credited to Seller.
7.6.3 Sales and Use Taxes. On or after the Closing Date, Seller shall pay sales and use taxes pertaining to the sale of tangible Personal Property to
Purchaser, including interest and any penalties thereon, applicable to or incurred in connection with the transactions contemplated by this
Agreement. Seller shall be responsible for remitting the payment for sales and use taxes to the Virginia Department of Taxation.
7.6.4 The Rent Payable by Tenants Under the Leases. Any amounts (including without limitation rent) prepaid to Seller by Tenants (including a pro
rata portion of the rent paid for the month in which the Closing occurs) shall be paid to Purchaser on the Closing Date. Rent which is due but
uncollected as of the Closing Date shall not be adjusted, but subject to the provisions of this Section 7.6.4, Purchaser shall cause the rent for the
period prior to the Closing Date that was due and uncollected on the Closing Date to be remitted to Seller if, as and when collected by Purchaser.
On the Closing Date, Seller shall deliver to Purchaser a schedule of all such past due but uncollected rent owed by tenants. Purchaser agrees to
remit promptly to
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