Common use of Additional Rent Adjustment Clause in Contracts

Additional Rent Adjustment. Promptly after Purchaser completes the reconciliation of Additional Rent under each Tenant’s Lease for the calendar year in which the Closing Date occurred (the “Tenant’s Fiscal Year”), Sellers and Purchaser shall adjust the Closing Date proration of Additional Rent pursuant to Section 5.5.10(b) above, as follows: (i) The parties shall determine the aggregate amount of expenses that were incurred by Purchaser or by a Seller, that are reimbursable by such Tenant through Additional Rent under such Tenant’s Lease, and that are attributable to the Tenant’s Fiscal Year (“Reimbursable Expenses”). (ii) The parties shall determine (A) the total amount of Additional Rent actually received (by either Purchaser or a Seller) from the Tenant in respect of the Tenant’s Fiscal Year (including payments received pursuant to invoices for Additional Rent deficits determined as a result of year-end reconciliations) (collectively, the “Additional Rent Received”), (B) what portion of the Additional Rent Received was received by Purchaser and (C) what portion of the Additional Rent Received was received by a Seller. (iii) The parties shall determine the “Purchaser’s Share,” which shall be a percentage equal to (x) the portion of Reimbursable Expenses that was actually incurred by Purchaser after Closing (excluding those for which Purchaser received a credit at Closing), divided by (y) the total amount of the Reimbursable Expenses. As used herein, the term “Seller’s Share” means the result (expressed as a percentage) of subtracting the Purchaser’s Share from 100%.

Additional Rent Adjustment. Promptly after Purchaser completes the reconciliation of Additional Rent under each Tenant’s Lease for the calendar year in which the Closing Date occurred (the “Tenant’s Fiscal Year”), Sellers Seller and Purchaser shall adjust prorate the Closing Date proration of Additional Rent pursuant to Section 5.5.10(b) above, as follows: (i) The parties shall determine the aggregate amount of expenses that were incurred by Purchaser or by a Seller, that are reimbursable by such Tenant through Additional Rent under such Tenant’s Lease, and that are attributable to the Tenant’s Fiscal Year (“Reimbursable Expenses”). (ii) The parties shall determine (A) the total actual amount of Additional Rent actually received paid by each Tenant for the 1998 calendar year as follows (it being understood and agreed that all Tenants are on a calendar year basis of accounting with respect to Additional Rent payments): (1) Seller shall be entitled to the portion of the actual amount of Additional Rent for calendar year 1998 paid by either Purchaser or a Seller) from the Tenant in respect of equal to the Tenant’s Fiscal Year (including payments received pursuant to invoices for Additional Rent deficits determined as product obtained by multiplying such amount by a result of year-end reconciliations) (collectivelyfraction, the “Additional Rent Received”), numerator of which is the number of days in 1998 preceding the Closing Date and the denominator of which is 365; and (B2) what portion Purchaser shall be entitled to the balance of the Additional Rent Received was received paid by the Tenant. If a Tenant has made payments of Additional Rent on an estimated basis during 1998, such estimated payments shall be taken into account in prorating Additional Rent under this Section 5.7(b). Seller shall pay any Tenant, as required under its Lease, from any Additional Rent adjustment made in Seller's favor under this Section, any overpayment of Additional Rent such Tenant may have made for periods prior to the Closing Date. In order to assure Purchaser and (C) what portion that there will be sufficient cash to repay Tenants any overpayments of Additional Rent such Tenants may have made for the period during 1998 prior to the Closing Date, Seller will establish an escrow at Closing in accordance with the provisions of the Escrow Agreement attached hereto as Exhibit G. Purchaser shall pay any Tenant, as required under its Lease, from any Additional Rent Received was received by a Selleradjustment made in Purchaser's favor under this Section, any overpayment of Additional Rent such Tenant may make for periods on or after the Closing Date. (iii) The parties shall determine the “Purchaser’s Share,” which shall be a percentage equal to (x) the portion of Reimbursable Expenses that was actually incurred by Purchaser after Closing (excluding those for which Purchaser received a credit at Closing), divided by (y) the total amount of the Reimbursable Expenses. As used herein, the term “Seller’s Share” means the result (expressed as a percentage) of subtracting the Purchaser’s Share from 100%.

Additional Rent Adjustment. Promptly after Each Seller and Purchaser completes shall prorate the reconciliation actual amount of Additional Rent under paid by each Tenant at such Seller’s Property for such Tenant’s Lease for the calendar applicable fiscal year in which the Closing Date occurred (the “Tenant’s Fiscal Year”), Sellers and Purchaser shall adjust the Closing Date proration of Additional Rent pursuant to Section 5.5.10(b) above, as follows: (i) The parties Within ninety (90) days after Closing, Seller shall determine prepare and deliver to Purchaser a final reconciliation of Additional Rent under the aggregate amount Leases for the periods prior to Closing (the “Seller’s Additional Rent Adjustment”). Notwithstanding the foregoing, if any Lease expires or is otherwise terminated within ninety (90) days after Closing, Seller shall use commercially reasonable efforts to prepare and deliver to Purchaser , within thirty (30) days of expenses that were incurred by Purchaser the expiration or by earlier termination of such Lease, a Seller, that are reimbursable by such Tenant through final reconciliation of Additional Rent under such Lease for the periods prior to Closing; provided with respect to any such termination, Seller has received written notice thereof from Purchaser. Purchaser will be responsible for crediting or billing the applicable Seller’s Additional Rent Adjustment during Purchaser’s ordinary course reconciliation process for a Tenant’s applicable Tenant Fiscal Year (or, if completed upon the expiration of a Tenant’s Lease, and that are attributable to the Tenant’s Fiscal Year (“Reimbursable Expenses”then in connection with such final reconciliation). (ii) The parties shall determine (A) the total amount of If Purchaser receives any sums due from Tenant for Seller’s Additional Rent actually received Adjustment, then Purchaser shall apply such sums, when received, in accordance with the terms of Section 5.5.8(c). If, in turn, any sums are due to Tenant for Seller’s reconciliation period, then Seller shall pay such sums to Purchaser within fifteen (by either 15) days of demand therefor after notifying Tenant of such sum and Purchaser or a Seller) from shall remit such funds directly to the Tenant in respect of the Tenant’s Fiscal Year (including payments received pursuant to invoices for Additional or apply such amount against any Delinquent Rent deficits determined as a result of year-end reconciliations) (collectively, the “Additional Rent Received”then outstanding), (B) what portion of the Additional Rent Received was received by Purchaser and (C) what portion of the Additional Rent Received was received by a Seller. (iii) The parties shall determine the “Purchaser’s Share,” which shall be a percentage equal to (x) the portion of Reimbursable Expenses that was actually incurred by Purchaser after Closing (excluding those for which Purchaser received a credit at Closing), divided by (y) the total amount of the Reimbursable Expenses. As used herein, the term “Seller’s Share” means the result (expressed as a percentage) of subtracting the Purchaser’s Share from 100%.

Additional Rent Adjustment. Promptly If any Tenants pay Additional Rent, promptly after Purchaser completes the reconciliation of Additional Rent under each Tenant’s Lease for the calendar year in which the Closing Date occurred (the “Tenant’s Fiscal Year”), Sellers Seller and Purchaser shall adjust the Closing Date proration of Additional Rent pursuant to Section 5.5.10(b) above, as follows: (i) The parties shall determine the aggregate amount of expenses that were incurred by Purchaser or by a Seller, that are reimbursable by such Tenant through Additional Rent under such Tenant’s Lease, and that are attributable to the Tenant’s Fiscal Year (“Reimbursable Expenses”). (ii) The parties shall determine (A) the total amount of Additional Rent actually received (by either Purchaser or a Seller) from the Tenant in respect of the Tenant’s Fiscal Year (including payments received pursuant to invoices for Additional Rent deficits determined as a result of year-end reconciliations) (collectively, the “Additional Rent Received”), (B) what portion of the Additional Rent Received was received by Purchaser and (C) what portion of the Additional Rent Received was received by a Seller. (iii) The parties shall determine the “Purchaser’s Share,” which shall be a percentage equal to (x) the portion of Reimbursable Expenses that was actually incurred by Purchaser after Closing (excluding those for which Purchaser received a credit at Closing), divided by (y) the total amount of the Reimbursable Expenses. As used herein, the term “Seller’s Share” means the result (expressed as a percentage) of subtracting the Purchaser’s Share from 100%.

Additional Rent Adjustment. Promptly after Seller and Purchaser completes shall prorate the reconciliation actual amount of Additional Rent under paid by each Tenant’s Lease Tenant for the calendar year in which the Closing Date occurred (the “Tenant’s Current Fiscal Year”), Sellers and Purchaser shall adjust the Closing Date proration of Additional Rent pursuant to Section 5.5.10(b) above, Year as follows: (i) The parties Seller shall determine be entitled to the aggregate portion of the actual amount of expenses that were incurred Additional Rent paid by Purchaser or the Tenant equal to the product obtained by multiplying such amount by a Sellerfraction, that are reimbursable by such Tenant through Additional Rent under such Tenant’s Lease, and that are attributable to the Tenant’s numerator of which is the number of days in the Current Fiscal Year (“Reimbursable Expenses”).preceding the Closing Date and the denominator of which is the total number of days in the Current Fiscal Year; and (ii) The parties Purchaser shall determine (A) be entitled to the total amount of Additional Rent actually received (by either Purchaser or a Seller) from the Tenant in respect of the Tenant’s Fiscal Year (including payments received pursuant to invoices for Additional Rent deficits determined as a result of year-end reconciliations) (collectively, the “Additional Rent Received”), (B) what portion balance of the Additional Rent Received was received paid by Purchaser and (C) what portion of the Additional Rent Received was received by a SellerTenant. (iii) The parties shall determine Accordingly, if the year end statement (“Purchaser’s Share,” which Reconciliation Statement”) reconciling the estimated Additional Rent paid by each Tenant for the Current Fiscal Year with the actual amount of Additional Rent payable by such Tenant for the Current Fiscal Year shows an underpayment by the Tenant, the payment thereof by Tenant to Purchaser shall be a percentage equal to prorated in the ratio set forth in clauses (xi) and (ii) of this Section 5.8(b); and if the portion of Reimbursable Expenses that was actually incurred Reconciliation Statement shows an overpayment by such Tenant, Seller shall reimburse Purchaser after Closing (excluding those for which Purchaser received a credit at Closing), divided by (y) the total amount of said overpayment to be credited to the Reimbursable ExpensesTenant in the same ratio. As used hereinIf it has not already done so, Seller agrees to prepare and distribute to the term “Seller’s Share” means Tenants and to Purchaser prior to the result (expressed Closing Date all Reconciliation Statements for the Current Fiscal Year. Seller shall be solely responsible for, and shall indemnify and hold Purchaser harmless against, all claims, costs and liabilities arising out of any claims by Tenants for adjustments with respect to Additional Rents due for any Fiscal Years ending September 30, 2009 and 2008. In making the foregoing adjustment of Additional Rent, interim payments of Additional Rent collected and retained by Seller or Purchaser from each Tenant for the Current Fiscal Year for periods before and after Closing, as a percentage) the case may be, shall be taken into account. The adjustment of subtracting the Purchaser’s Share from 100%interim payments received and actual Additional Rent paid shall be made separately for each Tenant and for each type of Additional Rent.

Additional Rent Adjustment. Promptly after Seller and Purchaser completes shall prorate the reconciliation actual amount of Additional Rent under paid by each Tenanttenant for such tenant’s Lease for applicable lease year or other period, as distinguished from the calendar year in which interim payments prorated as of the Closing Date occurred (the “Tenant’s Fiscal Year”), Sellers and Purchaser shall adjust the Closing Date proration of Additional Rent pursuant to Section 5.5.10(b) above, as follows: (i) The parties Seller shall determine be entitled to the aggregate portion of the actual amount of expenses that were incurred Additional Rent paid by Purchaser or the tenant (and for which Seller was not credited at Closing) equal to the product obtained by multiplying such amount by a Sellerfraction, the numerator of which is the number of days in the tenant’s lease year or other period preceding the Closing Date and the denominator of which is the total number of days in the tenant’s lease year or other period; provided, however, that are reimbursable tax reimbursements shall be prorated based upon the tax bills paid by such Tenant through Additional Rent under such Tenant’s LeaseSeller and Purchaser, and that are attributable to the Tenant’s Fiscal Year (“Reimbursable Expenses”).and (ii) The parties Purchaser shall determine be entitled to the balance of the Additional Rent paid by the tenant. If the sum of all interim payments of Additional Rent collected and retained by Seller from each tenant for the tenant’s lease year or other period (Areduced by the amount for which Purchaser is given credit) exceeds the total amount of such Additional Rent to which Seller is entitled with respect to such tenant, Seller shall promptly pay such excess to Purchaser. If the sum of all interim payments of such Additional Rent collected and retained by Purchaser from each tenant for the tenant’s lease year or other period (increased by the amount for which Purchaser is given credit) exceeds the amount of Additional Rent actually received to which Purchaser is entitled with respect to such tenant, Purchaser will pay the excess to Seller upon collection thereof from each tenant (by either Purchaser unless said tenant(s) would be entitled to credit or a Seller) from the Tenant in respect refund of the Tenant’s Fiscal Year (including such amounts). The adjustment of interim payments received pursuant to invoices for and actual Additional Rent deficits determined as a result of year-end reconciliations) (collectively, the “Additional Rent Received”), (B) what portion of the Additional Rent Received was received by Purchaser and (C) what portion of the Additional Rent Received was received by a Seller. (iii) The parties shall determine the “Purchaser’s Share,” which paid shall be a percentage equal to (x) the portion made separately for each tenant and for each type of Reimbursable Expenses that was actually incurred by Purchaser after Closing (excluding those for which Purchaser received a credit at Closing), divided by (y) the total amount of the Reimbursable Expenses. As used herein, the term “Seller’s Share” means the result (expressed as a percentage) of subtracting the Purchaser’s Share from 100%Additional Rent.

Additional Rent Adjustment. Promptly after Purchaser completes HMCE and Hunters Branch LLC shall prorate the reconciliation actual amount of Additional Rent under paid by each Space Tenant for such Space Tenant’s Lease for the calendar year in which the Closing Date occurred (the “Tenant’s Fiscal Year”), Sellers and Purchaser shall adjust the Closing Date proration of 's Applicable Additional Rent Fiscal Year (as distinguished from the interim payments prorated as of the Proration Date pursuant to Section 5.5.10(b10.2(a)) above, as follows: (i1) The parties HMCE shall determine be entitled to the aggregate portion of the actual amount of expenses that were incurred Additional Rent paid by Purchaser or the Space Tenant equal to the product obtained by multiplying such amount by a Sellerfraction, that are reimbursable by such Tenant through Additional Rent under such Tenant’s Lease, and that are attributable to the Tenant’s Fiscal Year (“Reimbursable Expenses”). (ii) The parties shall determine (A) numerator of which is the total amount of Reimbursable Expenses incurred by HMCE during the portion of the Space Tenant's Applicable Additional Rent actually received (by either Purchaser or a Seller) from the Tenant in respect of the Tenant’s Fiscal Year (including payments received pursuant to invoices for preceding the Proration Date and the denominator of which is the total amount of Reimbursable Expenses incurred by HMCE and Hunters Branch LLC during the Space Tenant's Applicable Additional Rent deficits determined as a result of year-end reconciliationsFiscal Year; and (2) (collectively, Hunters Branch LLC shall be entitled to the “Additional Rent Received”), (B) what portion balance of the Additional Rent Received was received paid by Purchaser the Space Tenant. If the sum of all interim payments on account of Additional Rent collected and retained by HMCE from each Space Tenant for the Space Tenant's Applicable Additional Rent Fiscal Year pursuant to Section 10.2(b) (C) what reduced by a pro-rated portion of the interim payment on account of Additional Rent Received was paid for the month or quarter in which the Proration Date occurs for which Hunters Branch LLC is given credit pursuant to Section 10.2(b)) exceeds the amount of Additional Rent to which HMCE is entitled with respect to such Space Tenant pursuant to paragraph (1) above, HMCE shall pay such excess to Hunters Branch LLC If the sum of all interim payments on account of Additional Rent collected and retained by Hunters Branch LLC from each Space Tenant for the Space Tenant's Applicable Additional Rent Fiscal Year pursuant to Section 10.2(b) (increased by a pro- rated portion of the interim payment on account of Additional Rent paid for the month or quarter in which the Proration Date occurs for which Hunters Branch LLC is given credit pursuant to Section 10.2(b)) exceeds the amount of Additional Rent to which Hunters Branch LLC is entitled with respect to such Space Tenant pursuant to paragraph (2) above, Hunters Branch LLC shall pay the excess to HMCE. The adjustment of interim payments received and actual Additional Rent paid shall be made separately for each Space Tenant (as opposed to aggregating all interim payments received by a Seller. (iiiHMCE or Hunters Branch LLC from all Space Tenants and offsetting the same against the entire amount of Additional Rent payable by all Space Tenants). If the sum of the interim payments on account of Additional Rent collected by HMCE and the interim payments on account of Additional Rent collected by Hunters Branch LLC exceeds the Additional Rent actually owed by the Space Tenant for the Space Tenant's Applicable Additional Rent Fiscal Year, Hunters Branch LLC shall remit to, or give the Space Tenant credit for, such excess and HMCE and Hunters Branch LLC shall make any necessary adjustment between them in accordance with the immediately preceding sentences. If the Space Tenant's Lease requires the Space Tenant to pay Additional Rent on the basis of more than one category of Reimbursable Expenses, e.g., one or more components of Operating Expenses and real estate taxes, the prorations required by this Section 10.11(b) The parties shall determine the “Purchaser’s Share,” which shall be a percentage equal to (x) the portion of Reimbursable Expenses that was actually incurred by Purchaser after Closing (excluding those made separately for which Purchaser received a credit at Closing), divided by (y) the total amount of the Reimbursable Expenses. As used herein, the term “Seller’s Share” means the result (expressed as a percentage) of subtracting the Purchaser’s Share from 100%each category.