America Online 2010 Annual Report Download - page 161

business days prior to the Closing Date a schedule of prorations to be made as of the Closing Date as complete and accurate as reasonably
possible (the "Closing Statement").
7.6.8 Estimating Prorations. All prorations, which can be calculated accurately or reasonably estimated as of the Closing Date, shall be made in escrow
on the Closing Date.
7.6.9 Estimating taxes. With respect to Real Estate Taxes, in the event that as of the Closing Date the actual tax bills for the tax year or other tax billing
period in question are not available and the amount of taxes to be prorated as aforesaid cannot be ascertained, then rates and assessed valuations
of the previous year or other tax billing period, with known changes, shall be used; and after the Closing Date and when the actual amount of
taxes for the year or other tax billing periods in question shall be determinable, such taxes shall be re-prorated between the parties to reflect the
actual amount of such taxes.
7.6.10
Others. All other prorations, and adjustments to initial estimated prorations, shall be made by Purchaser and Seller with due diligence and
cooperation within thirty (30) days following the Closing Date, or such later time as may be required to obtain necessary information for
proration, by cash payment to the party yielding a net credit from such prorations from the other party. Such cash payment shall be made within
ten (10) business days of demand for payment by the party entitled to receive such payment. If as a result of any appeal by Purchaser of the
assessed valuation of the Property, the assessed valuation is reduced for any tax year, to the extent not payable to a tenant under a lease at the
Property, (i) Purchaser shall be entitled to any resulting tax refunds relating to any period from and after the Closing Date and (ii) Seller shall be
entitled to any resulting tax refunds prior to the Closing Date after deducting therefrom Seller's pro rata share of attorneys fees and collection
costs incurred in connection with obtaining such tax refunds, calculated on the basis of the number of days during the period for which such
refund was issued that Seller and Purchaser, respectively, owned the Property. Notwithstanding the foregoing, prorations pertaining to the true-up
of operating expenses under the Leases shall be made by Purchaser and Seller in accordance with schedules set forth in the Leases.
7.6.11 Survival. The parties' obligations under this Section 7.6 shall survive the Closing for a period of six (6) months after the Closing Date or, in the
case of the true-up of operating expenses under the Leases, for so long as necessary to perform such true-up in accordance with the schedule set
forth in the Leases.
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