Common use of Adjustments and Apportionments Clause in Contracts

Adjustments and Apportionments. (a) Seller and Acquiror acknowledge and agree that, as of the Closing Date, certain costs and expenses relating to the Acquired Real Property Assets owned by the Company or a Company Subsidiary, including real estate Taxes, water meter and water charges, sewer rents, and debt service under the Assumed Mortgage Debt (all such costs and expenses, collectively, "Real Property Expenses"), (x) may have accrued during the period prior to the Closing Date (the "Pre-Closing Period") but will not be due and payable by the Company or a Company Subsidiary until after the Closing Date (such accrued expenses, if any, that are unpaid as of the Closing Date being hereinafter referred to as "Accrued Expenses") or (y) will not accrue until the period on or after the Closing Date (the "Post-Closing Period") but have been paid by the Company or a Company Subsidiary during the Pre-Closing Period (such unaccrued expenses, if any, that have been prepaid as the Closing Date being hereinafter referred to as "Prepaid Expenses"). The expenses described in this Section (a) shall be pro rated as of 12:01 am (New York time) on the Closing Date and apportioned (on the basis of a 365-day year) to (i) Seller with respect to the Pre-Closing Period and (ii) Acquiror with respect to the Post-Closing Period (it being acknowledged and agreed by the parties hereto that each of the Net Tenants shall, pursuant to the terms of the respective Property Leases, be responsible for all Real Property Expenses relating to each of the Acquired Real Property Assets leased by such Net Tenant with respect to the Post-Closing Period, other than debt service relating to the Post-Closing Period under the Assumed Mortgage Debt, as set forth in the respective Property Leases). (b) Not later than ten (10) Business Days prior to the Closing Date, Seller shall prepare and deliver to Acquiror a written statement setting forth, as of the anticipated Closing Date, a reasonably detailed good faith calculation of the apportionments contemplated by Section 2.04(a) for each of the Acquired Real Property Assets. Acquiror shall have the right to review such written statement and shall notify Seller of any objection thereto within three (3) Business Days after the receipt thereof. Seller and Acquiror shall negotiate in good faith to attempt to resolve any such objection made by Acquiror, provided that if such parties are unable to agree upon a reasonably detailed calculation of such apportionments at least five (5) Business Days prior to the Closing Date, such dispute shall be resolved by a nationally recognized accounting firm reasonably acceptable to each of Seller and Acquiror. If Acquiror does not notify Seller of any such objection within such three (3) Business Day period, Acquiror shall be deemed to have agreed with the apportionments specified in Seller's written statement. If, after the Closing, an error or omission in the calculation of the apportionments set forth above is found by one of the parties, such error or omission shall be promptly corrected and the party receiving the over-payment shall pay the amount of the over-payment to the party entitled thereto. The foregoing obligation to correct apportionments shall survive the Closing for a period of one-hundred eighty (180) days. (c) The Base Purchase Price shall be (i) reduced by the excess, if any, of the aggregate amount of Accrued Expenses over the aggregate amount of Prepaid Expenses and (ii) increased by the excess, if any, of the aggregate amount of Prepaid Expenses over the aggregate amount of Accrued Expenses, as such amounts are mutually agreed or finally resolved in accordance with Section 2.04(b), in each case, without duplication as to any amounts paid or payable by the Net Tenants under the Property Leases. (d) Upon the written request of Seller, Acquiror shall purchase the Shares subject to the obligations set forth in Schedule 2.04(d) hereof (the "Specified Liabilities"), which Specified Liabilities shall be paid at Closing and shall not be deemed Excluded Liabilities. At least three (3) Business Days prior to the Closing Date, Seller shall deliver to Acquiror payoff statements or other evidence satisfactory to Acquiror as to the amount of the Specified Liabilities at the Closing (the aggregate amount of such Specified Liabilities being hereinafter referred to as the "Pay-off Amount") provided, that for purposes of the last two sentences of Section 2.03, neither the Final Purchase Price, the Allocable Portion nor the initial Lease Basis (as defined in the form of Property Lease) shall be deemed reduced by any adjustments to the cash portion of the Purchase Price made pursuant to this Section 2.04(d). Acquiror shall cause the Company or a Company Subsidiary to pay the Specified Liabilities at or immediately following the Closing.

Adjustments and Apportionments. (a) Seller and Acquiror acknowledge and agree that, as of the each Closing Date, certain costs and expenses relating to the Acquired Real Property Assets owned being acquired by the Company or a Company SubsidiaryAcquiror on such Closing Date, including real estate Taxes, water meter and water charges, sewer rents, and debt service under the Assumed Mortgage Debt (all such costs and expenses, collectively, "Real Property Expenses"), (x) may have accrued during the period prior to the such Closing Date (the "Pre-Closing Period") but will not be due and payable by the Company Seller or a Company Subsidiary until after the such Closing Date (such accrued expenses, if any, that are unpaid as of the each Closing Date being hereinafter referred to as "Accrued Expenses") or (y) will not accrue until the period on or after the such Closing Date (the each, a "Post-Closing Period") but have been paid by the Company Seller or a Company Subsidiary during the Pre-Closing Period (such unaccrued expenses, if any, that have been prepaid as the Closing Date being hereinafter referred to as "Prepaid Expenses"). The expenses described in this Section (aSection 2.04(a) shall be pro rated as of 12:01 am (New York time) on the each Closing Date and apportioned (on the basis of a 365-day year) to (i) Seller with respect to the Pre-Closing Period and (ii) Acquiror with respect to the Post-Closing Period (it being acknowledged and agreed by the parties hereto Seller and Acquiror that each of the Net Tenants shall, pursuant to the terms of the respective Property Leases, be responsible for all Real Property Expenses relating to each of the Acquired Real Property Assets leased by such Net Tenant with respect to the Post-Closing Period, other than debt service relating to the Post-Closing Period under the Assumed Mortgage Debt, as set forth in the respective Property Leases). (b) Not later than ten (10) Business Days prior to the each Closing Date, Seller shall prepare and deliver to Acquiror a written statement setting forth, as of the anticipated Closing Date, a reasonably detailed good faith calculation of the apportionments contemplated by Section 2.04(a) for each of the Acquired Real Property Assets. Acquiror shall have the right to review such written statement and shall notify Seller of any objection thereto within three (3) Business Days after the receipt thereof. Seller and Acquiror shall negotiate in good faith to attempt to resolve any such objection made by Acquiror, provided that if such parties are unable to agree upon a reasonably detailed calculation of such apportionments at least five (5) Business Days prior to the applicable Closing Date, such dispute shall be resolved by a nationally recognized accounting firm reasonably acceptable to each of Seller and Acquiror. If Acquiror does not notify Seller of any such objection within such three (3) Business Day period, Acquiror shall be deemed to have agreed with the apportionments specified in Seller's written statement. If, after the applicable Closing, an error or omission in the calculation of the apportionments set forth above is found by one of the parties, such error or omission shall be promptly corrected and the party receiving the over-payment shall pay the amount of the over-payment to the party entitled thereto. The foregoing obligation to correct apportionments shall survive the applicable Closing for a period of one-hundred eighty (180) days. (c) The Base Purchase Price shall be (i) reduced by the excess, if any, of the aggregate amount of Accrued Expenses over the aggregate amount of Prepaid Expenses and (ii) increased by the excess, if any, of the aggregate amount of Prepaid Expenses over the aggregate amount of Accrued Expenses, as such amounts are mutually agreed or finally resolved in accordance with Section 2.04(b), in each case, without duplication as to any amounts paid or payable by the Net Tenants under the Property Leases. (d) Upon the written request of Seller, Acquiror shall purchase the Non-ALSF Shares subject to the obligations set forth in Schedule 2.04(d) hereof (the "Specified Liabilities"), which Specified Liabilities shall be paid at Closing and shall not be deemed Excluded Liabilities. At least three (3) Business Days prior to the First Closing Date, Seller shall deliver to Acquiror payoff statements or other evidence satisfactory to Acquiror as to the amount of the Specified Liabilities at the First Closing (the aggregate amount of such Specified Liabilities being hereinafter referred to as the "Pay-off Amount") ), provided, that for purposes of the last two sentences of Section 2.03, neither the Final Purchase Price, the Allocable Portion nor the initial Lease Basis (as defined in the form of Property Lease) shall be deemed reduced by any adjustments to the cash portion of the Non-ALSF Purchase Price made pursuant to this Section 2.04(d). Acquiror shall cause the applicable Company or a Company Subsidiary to pay the Specified Liabilities at or immediately following the First Closing.

Adjustments and Apportionments. (a) Seller and Acquiror acknowledge and agree that, as of On the Closing Date, certain costs the following adjustments and expenses relating to apportionments shall be made in cash as of the Acquired Real Property Assets owned by Adjustment Date: (i) Rents collected under Leases for the Company or a Company Subsidiary, including real estate Taxes, water meter and water charges, sewer rents, and debt service under the Assumed Mortgage Debt (all such costs and expenses, collectively, "Real Property Expenses"), (x) may have accrued during the period prior to month in which the Closing Date occurs (the "Pre-Closing PeriodMonth") ). Purchaser shall have the right to collect any delinquent rentals, but will shall not have the obligation to do so. Delinquent rentals under any existing Leases collected by Purchaser, net of the costs of collection (including attorneys' fees), shall be applied first against any amount currently due and payable by owing under such Leases and then to amounts most recently overdue ("Rent Arrearages"). If, as and when Purchaser collects payments from a tenant on account of Rent Arrearages attributable to the Company period Seller owned the Property, Purchaser shall hold such funds for Seller and shall pay an amount equal to such Rent Arrearages collected to Seller within ten (10) days after Purchaser or a Company Subsidiary until its agent receives each such payment. (ii) On that date which is six (6) months after the Closing Date (such accrued expensesClosing, Purchaser shall deliver to Seller a collection report showing the sum, if any, that are unpaid as of the Closing Date being hereinafter referred to as "Accrued Expenses") or (y) will not accrue until the period on or after the Closing Date (the "Post-Closing Period") but have been paid by each tenant at the Company or a Company Subsidiary during Property and the Pre-Closing Period (unpaid balance owed by such unaccrued expenses, if any, that have been prepaid as the Closing Date being hereinafter referred to as "Prepaid Expenses"). The expenses described in this Section (a) shall be pro rated as of 12:01 am (New York time) on the Closing Date and apportioned (on the basis of a 365-day year) to (i) Seller with respect to the Pre-Closing Period and (ii) Acquiror with respect to the Post-Closing Period (it being acknowledged and agreed by the parties hereto that each of the Net Tenants shall, tenant pursuant to the terms of the respective Property Leases, be responsible for all Real Property Expenses relating to each of the Acquired Real Property Assets leased by its Lease through such Net Tenant with respect to the Post-Closing Period, other than debt service relating to the Post-Closing Period under the Assumed Mortgage Debt, as set forth in the respective Property Leases). (b) Not later than ten (10) Business Days prior to the Closing Date, date. Seller shall prepare and deliver to Acquiror a written statement setting forth, as of the anticipated Closing Date, a reasonably detailed good faith calculation of the apportionments contemplated by Section 2.04(a) for each of the Acquired Real Property Assets. Acquiror shall have the right to review such written statement and shall notify Seller audit Purchaser's records with respect to the Rent Arrearages payable to or collected by Purchaser. (b) Real estate taxes, ad valorem taxes, school taxes, assessments and personal property, intangible and use taxes, if any, based on 100% of any objection thereto within three the 1999 taxes due or, if the actual amount is not known, the most recent ascertainable taxes for the Property (3the "Taxes") Business Days after for the receipt thereof. Seller and Acquiror shall negotiate in good faith to attempt to resolve any such objection made by Acquiror, year of Closing. (c) Charges under the Service Contracts (provided that same were delivered to Purchaser during the Inspection Period) affecting the Property on the Closing Date (except those required to be terminated on or before Closing pursuant to the terms of this Agreement) and utility charges and deposits relating to the Property. (d) Income from users of vending machines, laundry services, utilities, tenant services, and from any other operations of the Property, if such parties are unable any. (e) Any and all prepaid expenses of Seller relating to agree upon a reasonably detailed calculation of such apportionments the Property. (f) Seller agrees to make vacant units at least five (5) Business Days the Property rent ready at Seller's cost and expense prior to Closing in accordance with Seller's prior practices; provided that Seller shall have no obligation to make units rent ready that become vacant not more than one week prior to the Closing Date, such dispute shall be resolved by a nationally recognized accounting firm reasonably acceptable to each of Seller and Acquiror. If Acquiror does not notify Seller of any such objection within such three (3) Business Day period, Acquiror shall be deemed to have agreed with the apportionments specified in Seller's written statement. If, after the Closing, an error or omission in the calculation of the apportionments set forth above is found by one of the parties, such error or omission shall be promptly corrected and the party receiving the over-payment shall pay the amount of the over-payment to the party entitled thereto. The foregoing obligation to correct apportionments shall survive the Closing for a period of one-hundred eighty (180) days. (c) The Base Purchase Price shall be (i) reduced by the excess, if any, of the aggregate amount of Accrued Expenses over the aggregate amount of Prepaid Expenses and (ii) increased by the excess, if any, of the aggregate amount of Prepaid Expenses over the aggregate amount of Accrued Expenses, as such amounts are mutually agreed or finally resolved in accordance with Section 2.04(b), in each case, without duplication as to any amounts paid or payable by the Net Tenants under the Property Leases. (d) Upon the written request of Seller, Acquiror shall purchase the Shares subject to the obligations set forth in Schedule 2.04(d) hereof (the "Specified Liabilities"), which Specified Liabilities shall be paid at Closing and shall not be deemed Excluded Liabilities. At least three (3) Business Days prior to the Closing Date, Seller shall deliver to Acquiror payoff statements or other evidence satisfactory to Acquiror as to the amount of the Specified Liabilities at the Closing (the aggregate amount of such Specified Liabilities being hereinafter referred to as the "Pay-off Amount") provided, that for purposes of the last two sentences of Section 2.03, neither the Final Purchase Price, the Allocable Portion nor the initial Lease Basis (as defined in the form of Property Lease) shall be deemed reduced by any adjustments to the cash portion of the Purchase Price made pursuant to this Section 2.04(d). Acquiror shall cause the Company or a Company Subsidiary to pay the Specified Liabilities at or immediately following the Closing.

Adjustments and Apportionments. 8.01 At the Closing there shall be apportionments and adjustments between Seller and Purchaser as of midnight preceding the Closing Date, Seller to have the last day, unless otherwise provided) as follows: (a) Seller and Acquiror acknowledge and agree that, as of the Closing Date, certain costs and expenses shall pay all current and/or delinquent real estate tax bills relating to the Acquired Real Property Assets owned by Property, Purchaser shall assume and receive a credit against the Company or a Company Subsidiary, including Purchase Price for all non-delinquent real estate Taxes, water meter and water charges, sewer rents, and debt service under taxes which are a lien on the Assumed Mortgage Debt (all such costs and expenses, collectively, "Real Property Expenses"), (x) may have accrued during prorated through the period day prior to the Closing Date Closing, using the present tax rate if the applicable tax rate has not been set (i.e. the "Pre-Closing Period") but will not be due and payable by the Company or a Company Subsidiary until after the Closing Date (such accrued expenses, if any, that are unpaid as balance of the Closing Date being hereinafter referred to as "Accrued Expenses") or (y) will not accrue until 1996 calendar year taxes and the period on or after the Closing Date (the "Post-Closing Period") but have been paid by the Company or a Company Subsidiary during the Pre-Closing Period (such unaccrued expenses, if any, that have been prepaid as the Closing Date being hereinafter referred to as "Prepaid Expenses"). The expenses described in this Section (a) shall be pro rated as of 12:01 am (New York time) on the Closing Date and apportioned (on the basis of a 365-day year) to (i) Seller with respect 1997 calendar year taxes prorated to the Pre-Closing Period and (ii) Acquiror with respect to the Post-Closing Period (it being acknowledged and agreed by the parties hereto that each date of the Net Tenants shall, pursuant to the terms of the respective Property Leases, be responsible for all Real Property Expenses relating to each of the Acquired Real Property Assets leased by such Net Tenant with respect to the Post-Closing Period, other than debt service relating to the Post-Closing Period under the Assumed Mortgage Debt, as set forth in the respective Property LeasesClosing). (b) Not later than ten (10) Business Days Seller shall pay special taxes or assessments, if any, upon the Property assessed or becoming a lien prior to the Closing Date. (c) Fuel, Seller shall prepare electricity, water, sewer, gas, telephone and deliver other utility charges not payable directly to Acquiror a written statement setting forth, as the utility companies by tenants of the anticipated Closing DateProperty (such proration to be based upon meter readings, a reasonably detailed good faith calculation of the apportionments contemplated by Section 2.04(a) for each of the Acquired Real Property Assets. Acquiror shall have the right to review such written statement and shall notify Seller of any objection thereto where possible, within three (3) Business Days after the receipt thereof. Seller and Acquiror shall negotiate in good faith to attempt to resolve any such objection made by Acquiror, provided that if such parties are unable to agree upon a reasonably detailed calculation of such apportionments at least five (5) Business Days 2 days prior to the Closing Date), rents and assigned deposits, if such dispute deposits shall be resolved by a nationally recognized accounting firm reasonably acceptable assignable (except such metered utility charges which Seller shall cause to each of Seller and Acquiror. If Acquiror does not notify Seller of any such objection within such three (3) Business Day period, Acquiror shall be deemed to have agreed with read on the apportionments specified in Seller's written statement. If, after the Closing, an error or omission in the calculation of the apportionments set forth above is found by one of the parties, such error or omission shall be promptly corrected and the party receiving the over-payment shall pay the amount of the over-payment business day prior to the party entitled thereto. The foregoing obligation Closing Date and billed to correct apportionments shall survive the Closing for a period of one-hundred eighty (180) days. (c) The Base Purchase Price shall be (i) reduced by the excess, if any, of the aggregate amount of Accrued Expenses over the aggregate amount of Prepaid Expenses and (ii) increased by the excess, if any, of the aggregate amount of Prepaid Expenses over the aggregate amount of Accrued Expenses, as such amounts are mutually agreed or finally resolved in accordance with Section 2.04(bSeller), in each case, without duplication as Purchaser agreeing to any amounts paid or payable by the Net Tenants under the Property Leasesassume all liability for future utility payments. (d) Upon the written request of Amounts payable and/or prepaid under service contracts, if any, in Seller, Acquiror shall purchase the Shares subject to the obligations set forth in Schedule 2.04(d's possession. (e) hereof (the "Specified Liabilities"), which Specified Liabilities shall be Pre-paid at Closing and shall not be deemed Excluded Liabilities. At least three (3) Business Days prior to rentals for periods extending beyond the Closing Date, Seller prepaid common area maintenance charges, tax reimbursements, insurance reimbursements, and other prepaid charges under the tenant leases shall deliver be paid or credited to Acquiror payoff statements or Purchaser at closing. Rents and other evidence satisfactory charges in arrears, if any, shall not be adjusted. and the right to Acquiror as collect the same shall be assigned to Purchaser (provided that Purchaser shall, subsequent to Closing, remit any collections, applying any payment received from a tenant formerly delinquent first to the amount rentals and other charges due to Purchaser and the balance shall be promptly remitted to Seller). On the Closing Date, no adjustments shall be made for percentage rentals, except for Lechters who pays percentage rentals in lieu of base rent, payable by tenants on account of or with respect to sales during the period prior to Closing. Adjustments for common area charges, tax reimbursements, and insurance reimbursements payable with respect to the period prior to Closing, shall be made on the basis of good faith estimates of the Specified Liabilities at the Closing (the aggregate amount of such Specified Liabilities being hereinafter referred to as the "Pay-off Amount") provided, that for purposes of the last two sentences of Section 2.03, neither the Final Purchase Price, the Allocable Portion nor the initial Lease Basis (as defined in the form of Property Lease) parties and final adjustment shall be deemed reduced by made when precise figures are determined. Purchaser shall pay to Seller after Closing any adjustments rents, reimbursements, common area charges, tax and utility charges and other charges due Seller pursuant to the cash portion of Lease only when and to the Purchase Price made pursuant to this Section 2.04(d). Acquiror shall cause the Company or a Company Subsidiary to pay the Specified Liabilities at or immediately following the Closingextent they are received by Purchaser and only after all amounts due Purchaser have been received by Purchaser.

Adjustments and Apportionments. (a) Seller and Acquiror the Buyer hereby acknowledge and agree that, as of the Closing Date, : (i) certain costs and expenses relating to the Acquired Real Property Assets owned by the Company or a Company SubsidiaryAssets, including real estate Taxesincluding, water meter and water charges, sewer rents, and without limitation debt service under the Assumed Mortgage Property Debt (all such costs and expenses, collectively, "“Real Property Expenses"”), (xA) may have accrued during and be applicable for the period prior to the Closing Date (the "“Pre-Closing Period"”) but will not be due and payable by the Company or a Company applicable Subsidiary of Seller until after the Closing Date (such accrued expenses, if any, that are unpaid as of the Closing Date being hereinafter referred to as "“Accrued Expenses"”) or (yB) will not accrue until until, or may be applicable for, the period on or after the Closing Date (the "“Post-Closing Period"”) but have been paid by the Company one or a Company Subsidiary more Subsidiaries of Seller during the Pre-Closing Period (such unaccrued expenses, if any, that have been prepaid as the Closing Date being hereinafter referred to as "“Prepaid Expenses"”); (ii) certain income and revenue relating to the Real Property Assets, including rental income and any amounts paid by the applicable Subsidiary of Seller as a deposit, or to otherwise be held in escrow, to secure such Subsidiary’s obligations with respect to any Real Property Asset, (A) may have accrued during and be applicable for the Pre-Closing Period but will not be due and payable by such Subsidiary until after the Closing Date (such accrued income, revenue and deposits, if any, that are unpaid as of the Closing Date being hereinafter referred to as “Accrued Income”) or (B) will not accrue until, or may be applicable for, the Post-Closing Period but have been paid by one or more of such Subsidiaries during the Pre-Closing Period (such unaccrued income, revenue and deposits, if any, that has been prepaid as of the Closing Date being hereinafter referred to as “Prepaid Income”). The Subject to the Lease Documents and the other provisions herein contained, including, without limitation, Section 2.1(c), the expenses and income, revenue and deposits described in this Section (aSection 2.2(a) shall be pro rated prorated as of 12:01 am a.m. (New York time) on the Closing Date and apportioned (on the basis of a 365-day year) to (iA) Seller with respect to the Pre-Closing Period and (iiB) Acquiror the Buyer with respect to the Post-Closing Period (it being hereby further acknowledged and agreed by the parties hereto that each of the Net Tenants shall, pursuant and subject to the terms of the respective Property Leases, be responsible for all Real Property Expenses relating to each of the Acquired Real Property Assets leased by such Net Tenant with respect to the Post-Closing Period, other than debt service relating to the Post-Closing Period under the Assumed Mortgage Property Debt, as set forth in the respective Property Leases). Notwithstanding the foregoing, to the extent a Tenant pursuant to the terms of a Property Lease shall be responsible for any costs or expenses contemplated to be adjusted for hereunder with respect to the Post-Closing Period, there shall be no proration of such amount pursuant to this Section 2.2. (b) Not later than ten (10) Business Days prior to the Closing Date, Seller shall prepare and deliver to Acquiror the Buyer a written statement setting forth, as of the anticipated Closing Date, a reasonably detailed good faith calculation of the apportionments contemplated by Section 2.04(a2.2(a) for each of the Acquired Real Property Assets. Acquiror The Buyer shall have the right to review such written statement and shall notify Seller of any objection thereto within three (3) Business Days after the receipt thereof. Seller and Acquiror the Buyer shall negotiate in good faith to attempt to resolve any such objection made by Acquirorthe Buyer, provided that if such parties are unable to agree upon a reasonably detailed calculation of such apportionments at least five (5) Business Days prior to the Closing Date, such dispute shall be resolved by a nationally recognized accounting firm reasonably acceptable to each of Seller and Acquirorthe Buyer. If Acquiror Seller and the Buyer cannot agree upon such accounting firm, then Deloitte & Touche LLP shall be designated to resolve such dispute. The fees and expenses of any such accounting firm shall be shared equally between the Buyer and Seller. If the Buyer does not notify Seller of any such objection within such three (3) Business Day period, Acquiror the Buyer shall be deemed to have agreed with the apportionments specified in Seller's ’s written statement. If, after the Closing, an error or omission in the calculation of the apportionments set forth above is found by one of the partiesparties hereto, such error or omission shall be promptly corrected and the party receiving the hereto who received any over-payment as a result thereof shall pay the amount of the such over-payment to the party hereto entitled thereto. The foregoing , provided that such obligation to correct apportionments shall survive the Closing for a period of one-hundred eighty (180) 365 days. (c) The Without duplication of any amounts apportioned pursuant to the Agreement Regarding Leases or any Property Lease, the Base Purchase Price Cash Consideration (i) shall be (iA) reduced by the excess, if any, of the aggregate amount of Accrued Expenses over the aggregate amount of Prepaid Expenses and (iiB) increased by the excess, if any, any of the aggregate amount of Prepaid Expenses over the aggregate amount of Accrued Expenses, and (ii) shall be (A) reduced by the excess, if any, of the aggregate amount of Prepaid Income over the aggregate amount of Accrued Income and (B) increased by the excess, if any of the aggregate amount of Accrued Income over the aggregate amount of Prepaid Income, in the case of each of the foregoing clauses (i) and (ii), as such amounts are mutually agreed or finally resolved in accordance with Section 2.04(b2.2(b), in each case, without duplication as to any amounts paid or payable by the Net Tenants under the Property Leases. (d) Upon the written request of Seller, Acquiror shall purchase the Shares subject to the obligations set forth in Schedule 2.04(d) hereof (the "Specified Liabilities"), which Specified Liabilities shall be paid at Closing and shall not be deemed Excluded Liabilities. At least three (3) Business Days prior to the Closing Date, Seller shall deliver to Acquiror payoff statements or other evidence satisfactory to Acquiror as to the amount of the Specified Liabilities at the Closing (the aggregate amount of such Specified Liabilities being hereinafter referred to as the "Pay-off Amount") provided, that for purposes of the last two sentences of Section 2.03, neither the Final Purchase Price, the Allocable Portion nor the initial Lease Basis (as defined in the form of Property Lease) shall be deemed reduced by any adjustments to the cash portion of the Purchase Price made pursuant to this Section 2.04(d). Acquiror shall cause the Company or a Company Subsidiary to pay the Specified Liabilities at or immediately following the Closing.

Adjustments and Apportionments. 3.1 The following are to be apportioned or adjusted as of the date of Closing (the "Closing Date"): (a) Seller Taxes, including special or betterment assessments payable in installments, on the basis of the tax year for which assessed and Acquiror acknowledge within which the Closing Date occurs. To the extent not paid at the Closing, Purchaser shall be responsible for, and agree thathereby covenants and agrees to pay as and when due, all real estate taxes due and payable for the tax year in which the Closing occurs, subject to receiving appropriate credit for prorating taxes at the Closing, as provided herein. If the Closing shall occur before a tax rate and assessment for the Premises is established for the tax year in which the Closing occurs, the apportionment of taxes shall be made upon the basis of the then known assessment and/or rate, with the unknown factor to be adjusted for that item based upon the immediately preceding tax year, except that at such time as the tax rate and applicable assessed valuation are determined, the parties shall make a further apportionment, if and to the extent so required, and at the election of either party. (b) Water meter and sewer charges in accordance with the amounts fixed with respect thereto in an official reading made as of the Closing Date, certain costs and expenses relating to except that if such reading is not obtained for such date, then the Acquired Real Property Assets owned unfixed water meter, sewer charges, for the period since the last bill therefor shall be apportioned on the basis of that pxxxx bill (or otherwise estimated by the Company or a Company Subsidiary, including real estate Taxes, water meter and water charges, sewer rents, and debt service under parties if such bill xx xore than six months old) with the Assumed Mortgage Debt (all such costs and expenses, collectively, "Real Property Expenses"), (x) may have accrued during apportionment to be readjusted when the actual bill for the period encompassing the Closing Date is recexxxx. If water and sewer is metered and such meter is read as of the Closing Date, then Seller shall be responsible for any such charges arising prior to the Closing Date (the "Pre-Closing Period") but will not and Purchaser shall be due responsible for any such charges arising on and payable by the Company or a Company Subsidiary until after the Closing Date Date (such accrued expensesc) Electric, if anygas and steam charges, that are unpaid and any deposits made in connection therewith, unless a utility reading is made as of the Closing Date, in which case, Seller shall be responsible for any such charges arising prior to the Closing Date being hereinafter referred to as "Accrued Expenses") or (y) will not accrue until the period and Purchaser shall be responsible for any such charges arising on or and after the Closing Date Date. (the "Post-Closing Period"d) but have been All transfer taxes shall be paid by Seller. (e) Any escrow fees charged by the Title Company or a Company Subsidiary during the Pre-Closing Period (such unaccrued expenses, if any, that have been prepaid for acting as the Closing Date being hereinafter referred to escrow agent hereunder shall be shared equally by the parties. 3.2 Expenses of the parties shall be paid as "Prepaid Expenses"). The expenses described in this Sectionfollows: (a) Purchaser shall be pro rated as of 12:01 am (New York time) on pay all expenses incurred by Purchaser in connection with the Closing Date and apportioned (on the basis of a 365-day year) to (i) Seller with respect sale contemplated hereby, including, but not limited to the Pre-Closing Period fees and (ii) Acquiror with respect to the Post-Closing Period (it being acknowledged and agreed by the parties hereto that each expenses of the Net Tenants shall, pursuant to the terms of the respective Property Leases, be responsible for all Real Property Expenses relating to each of the Acquired Real Property Assets leased by such Net Tenant with respect to the Post-Closing Period, other than debt service relating to the Post-Closing Period under the Assumed Mortgage Debt, as set forth in the respective Property Leases)Purchaser's counsel. (b) Not later than ten (10) Business Days prior to Except as set forth in Section 4.2, any fees charged for title work or for the Closing Date, Seller shall prepare and deliver to Acquiror a written statement setting forth, as of the anticipated Closing Date, a reasonably detailed good faith calculation of the apportionments contemplated by Section 2.04(a) for each of the Acquired Real Property Assets. Acquiror shall have the right to review such written statement and shall notify Seller issuance of any objection thereto within three (3) Business Days after the receipt thereof. Seller and Acquiror shall negotiate in good faith to attempt to resolve any such objection made by Acquiror, provided that if such parties are unable to agree upon a reasonably detailed calculation of such apportionments at least five (5) Business Days prior to the Closing Date, such dispute title insurance commitments or policies shall be resolved paid by a nationally recognized accounting firm reasonably acceptable to each of Seller and Acquiror. If Acquiror does not notify Seller of any such objection within such three (3) Business Day period, Acquiror shall be deemed to have agreed with the apportionments specified in Seller's written statement. If, after the Closing, an error or omission in the calculation of the apportionments set forth above is found by one of the parties, such error or omission shall be promptly corrected and the party receiving the over-payment shall pay the amount of the over-payment to the party entitled thereto. The foregoing obligation to correct apportionments shall survive the Closing for a period of one-hundred eighty (180) daysPurchaser. (c) The Base Purchase Price Seller shall be (i) reduced pay all expenses incurred by Seller in connection with the excesssale contemplated hereby, if anyincluding, but not limited to the fees and expenses of the aggregate amount of Accrued Expenses over the aggregate amount of Prepaid Expenses and (ii) increased by the excess, if any, of the aggregate amount of Prepaid Expenses over the aggregate amount of Accrued Expenses, as such amounts are mutually agreed or finally resolved in accordance with Section 2.04(b), in each case, without duplication as to any amounts paid or payable by the Net Tenants under the Property LeasesSeller's counsel. (d) Upon the written request 3.3 The terms and provisions of Seller, Acquiror this Section 3 shall purchase the Shares subject to the obligations set forth in Schedule 2.04(d) hereof (the "Specified Liabilities"), which Specified Liabilities shall be paid at Closing and shall not be deemed Excluded Liabilities. At least three (3) Business Days prior to survive the Closing Date, Seller shall deliver to Acquiror payoff statements or other evidence satisfactory to Acquiror as to the amount of the Specified Liabilities at the Closing (the aggregate amount of such Specified Liabilities being hereinafter referred to as the "Pay-off Amount") provided, that for purposes of the last two sentences of Section 2.03, neither the Final Purchase Price, the Allocable Portion nor the initial Lease Basis (as defined in the form of Property Lease) shall be deemed reduced by any adjustments to the cash portion of the Purchase Price made pursuant to this Section 2.04(d). Acquiror shall cause the Company or a Company Subsidiary to pay the Specified Liabilities at or immediately following the Closing.

Adjustments and Apportionments. 7.1. At the Closing there shall be apportionments and adjustments between Seller and Purchaser as of midnight preceding the Closing Date (where appropriate, such adjustments shall be made on the basis of a year of 12 months, 30 days to the month, Seller to have the last day, unless otherwise provided) as follows: (a) Purchaser shall pay all special assessments for municipal improvements to be made with respect to the Property which are confirmed of record and become a lien after the Closing and so much of the property taxes assessed for and becoming a lien during the calendar year in which the Closing occurs and which shall be allocable to it on and after the Closing. Seller shall pay the balance of such property taxes at Closing, using the present tax rate if the applicable tax rate has not been set (i.e. the balance of the 1996 calendar year taxes and Acquiror acknowledge the 1997 calendar year taxes prorated to the date of Closing). If the Closing shall occur either before an assessment is made or a tax rate is fixed for the tax period in which the Closing occurs, the apportionment of any such property taxes based thereon shall be made at the Closing by applying the tax rate for the preceding year to the latest assessed valuation, but, promptly after the assessment and/or tax rate for the current year are fixed, the apportionment thereof shall be recalculated and agree thatSeller or Purchaser, as of the Closing Datecase may be, certain costs and expenses relating shall promptly make an appropriate payment to the Acquired Real other based on such recalculation. (b) Special taxes or assessments, if any, upon the Property Assets owned by the Company assessed or becoming a Company Subsidiary, including real estate Taxes, water meter and water charges, sewer rents, and debt service under the Assumed Mortgage Debt (all such costs and expenses, collectively, "Real Property Expenses"), (x) may have accrued during the period lien prior to the Closing Date (the "Pre-Closing Period") but will not shall be due and payable paid by the Company or a Company Subsidiary until after the Closing Date (such accrued expenses, if any, that are unpaid as of the Closing Date being hereinafter referred to as "Accrued Expenses") or (y) will not accrue until the period Seller in full on or after the Closing Date (the "Post-Closing Period") but have been paid by the Company or a Company Subsidiary during the Pre-Closing Period (such unaccrued expenses, if any, that have been prepaid as the Closing Date being hereinafter referred to as "Prepaid Expenses"). The expenses described in this Section (a) shall be pro rated as of 12:01 am (New York time) on the Closing Date and apportioned (on the basis of a 365-day year) to (i) Seller with respect to the Pre-Closing Period and (ii) Acquiror with respect to the Post-Closing Period (it being acknowledged and agreed by the parties hereto that each of the Net Tenants shall, pursuant to the terms of the respective Property Leases, be responsible for all Real Property Expenses relating to each of the Acquired Real Property Assets leased by such Net Tenant with respect to the Post-Closing Period, other than debt service relating to the Post-Closing Period under the Assumed Mortgage Debt, as set forth in the respective Property Leases). (b) Not later than ten (10) Business Days prior to the Closing Date. (c) Fuel, Seller shall prepare electricity, water, sewer, gas, telephone and deliver other utility charges not payable directly to Acquiror a written statement setting forththe utility companies by Tenants (such proration to be based upon meter readings, as of the anticipated Closing Datewhere possible, a reasonably detailed good faith calculation of the apportionments contemplated by Section 2.04(a) for each of the Acquired Real Property Assets. Acquiror shall have the right to review such written statement and shall notify Seller of any objection thereto within three (3) Business Days after the receipt thereof. Seller and Acquiror shall negotiate in good faith to attempt to resolve any such objection made by Acquiror, provided that if such parties are unable to agree upon a reasonably detailed calculation of such apportionments at least five (5) Business Days 2 days prior to the Closing Date), rents and assigned deposits, if such dispute deposits shall be resolved by a nationally recognized accounting firm reasonably acceptable assignable (except such metered utility charges which Seller shall cause to each of Seller and Acquiror. If Acquiror does not notify Seller of any such objection within such three (3) Business Day period, Acquiror shall be deemed to have agreed with read on the apportionments specified in Seller's written statement. If, after the Closing, an error or omission in the calculation of the apportionments set forth above is found by one of the parties, such error or omission shall be promptly corrected and the party receiving the over-payment shall pay the amount of the over-payment to the party entitled thereto. The foregoing obligation to correct apportionments shall survive the Closing for a period of one-hundred eighty (180) days. (c) The Base Purchase Price shall be (i) reduced by the excess, if any, of the aggregate amount of Accrued Expenses over the aggregate amount of Prepaid Expenses and (ii) increased by the excess, if any, of the aggregate amount of Prepaid Expenses over the aggregate amount of Accrued Expenses, as such amounts are mutually agreed or finally resolved in accordance with Section 2.04(b), in each case, without duplication as to any amounts paid or payable by the Net Tenants under the Property Leases. (d) Upon the written request of Seller, Acquiror shall purchase the Shares subject to the obligations set forth in Schedule 2.04(d) hereof (the "Specified Liabilities"), which Specified Liabilities shall be paid at Closing and shall not be deemed Excluded Liabilities. At least three (3) Business Days business day prior to the Closing DateDate and billed to Seller), Seller shall deliver Purchaser agreeing to Acquiror payoff statements or other evidence satisfactory to Acquiror as to the amount of the Specified Liabilities at the Closing (the aggregate amount of such Specified Liabilities being hereinafter referred to as the "Pay-off Amount") provided, that assume all liability for purposes of the last two sentences of Section 2.03, neither the Final Purchase Price, the Allocable Portion nor the initial Lease Basis (as defined in the form of Property Lease) shall be deemed reduced by any adjustments to the cash portion of the Purchase Price made pursuant to this Section 2.04(d). Acquiror shall cause the Company or a Company Subsidiary to pay the Specified Liabilities at or immediately following the Closingfuture utility payments.

Adjustments and Apportionments. (a) Seller Sellers and Acquiror Purchaser acknowledge and agree that, as of the Closing Date, certain costs and expenses relating to the Acquired Real Property Assets owned or leased by the Company or a Company Subsidiary, including real estate TaxesTaxes (if any), water meter and water charges, sewer rents, fuel and debt service other utility expenses, rent payable under the Assumed Mortgage Debt Cypress Village Ground Lease (all such costs and expenses, collectively, "Real Property ExpensesREAL PROPERTY EXPENSES"), (x) may have accrued during the period prior to the Closing Date (the "PrePRE-Closing PeriodCLOSING PERIOD") but will not be due and payable by the Company or a Company Subsidiary until after the Closing Date (such accrued expenses, if any, that are unpaid as of the Closing Date being hereinafter referred to as "Accrued ExpensesACCRUED EXPENSES") or (y) will not accrue until the period on or after the Closing Date (the "PostPOST-Closing PeriodCLOSING PERIOD") but have been paid by the Company or a Company Subsidiary during the Pre-Closing Period (such unaccrued expenses, if any, that have been prepaid as the Closing Date being hereinafter referred to as "Prepaid ExpensesPREPAID EXPENSES"). The expenses described in this Section (aSECTION 2.04(a) shall be pro rated as of 12:01 am a.m. (New York time) on the Closing Date and apportioned (on the basis of a 365-day year) to (i) Seller Sellers with respect to the Pre-Closing Period and (ii) Acquiror with respect to the Post-Closing Period (it being acknowledged and agreed by the parties hereto that each of the Net Tenants shall, pursuant to the terms of the respective Property Leases, be responsible for all Real Property Expenses relating to each of the Acquired Real Property Assets leased by such Net Tenant Purchaser with respect to the Post-Closing Period, other than debt service relating provided that rents under the Property Agreements shall be prorated as of 12:01 a.m. (New York time) on the Closing Date and apportioned (on the basis of a 365-day year) as follows: (i) Rents for the month in which the Closing occurs (to the extent already paid) shall be apportioned to Sellers with respect to the Pre-Closing Period and to Purchaser with respect to the Post-Closing Period Period. (ii) If any tenant under the Assumed Mortgage Debt, as set forth any Property Agreement is in arrears in the respective Property Leasespayment of Rent on the Closing Date, Rents received from such tenant after the Closing shall be applied in the following order of priority: (A) first, to the month in which the Closing occurs; (B) second, to any month or months following the month in which the Closing occurred; and (C) third, after the applicable lease is brought current for the period from and after the Closing Date, to any Rents which were delinquent at Closing. If Rents or any portion thereof received by Sellers or Purchaser after the Closing (including rent arrearages) are payable to the other party by reason of this allocation, the appropriate sum, less a proportionate share of any reasonable attorneys' fees, costs and expenses of collection thereof, shall be promptly paid to the other party, which obligation shall survive the Closing. Purchaser shall use its commercially reasonable efforts (without the obligation to commence any litigation or eviction proceedings or engage a collection agency) to collect any rents which were delinquent at Closing and promptly pay them over to the Sellers upon receipt to the extent allocable to a Pre-Closing Period in accordance with this SECTION 2.04(a). (biii) Not later than ten (10) Business Days If any additional Rents are collected by Purchaser after the Closing which are attributable in whole or in part to any period prior to the Closing, then Purchaser shall promptly pay to Sellers, Sellers' proportionate share thereof, less a proportionate share of any reasonable attorneys' fees, costs and expenses of collection thereof, in accordance with SECTION 2.04(a)(i) hereof, which obligation shall survive the Closing. If any additional Rents are collected by Sellers or for the benefit of Sellers which are attributable in whole or part to any period on or after the Closing Date, Seller then Sellers shall prepare and deliver promptly pay to Acquiror a written statement setting forthPurchaser, as of the anticipated Closing Date, a reasonably detailed good faith calculation of the apportionments contemplated by Section 2.04(a) for each of the Acquired Real Property Assets. Acquiror shall have the right to review such written statement and shall notify Seller of any objection thereto within three (3) Business Days after the receipt Purchaser's proportionate share thereof. Seller and Acquiror shall negotiate in good faith to attempt to resolve any such objection made by Acquiror, provided that if such parties are unable to agree upon a reasonably detailed calculation of such apportionments at least five (5) Business Days prior to the Closing Date, such dispute shall be resolved by a nationally recognized accounting firm reasonably acceptable to each of Seller and Acquiror. If Acquiror does not notify Seller of any such objection within such three (3) Business Day period, Acquiror shall be deemed to have agreed with the apportionments specified in Seller's written statement. If, after the Closing, an error or omission in the calculation of the apportionments set forth above is found by one of the parties, such error or omission shall be promptly corrected and the party receiving the over-payment shall pay the amount of the over-payment to the party entitled thereto. The foregoing obligation to correct apportionments shall survive the Closing for a period of one-hundred eighty (180) days. (c) The Base Purchase Price shall be (i) reduced by the excess, if any, of the aggregate amount of Accrued Expenses over the aggregate amount of Prepaid Expenses and (ii) increased by the excess, if any, of the aggregate amount of Prepaid Expenses over the aggregate amount of Accrued Expenses, as such amounts are mutually agreed or finally resolved in accordance with Section 2.04(b), in each case, without duplication as to any amounts paid or payable by the Net Tenants under the Property Leases. (d) Upon the written request of Seller, Acquiror shall purchase the Shares subject to the obligations set forth in Schedule 2.04(d) hereof (the "Specified Liabilities"), which Specified Liabilities shall be paid at Closing and shall not be deemed Excluded Liabilities. At least three (3) Business Days prior to the Closing Date, Seller shall deliver to Acquiror payoff statements or other evidence satisfactory to Acquiror as to the amount of the Specified Liabilities at the Closing (the aggregate amount of such Specified Liabilities being hereinafter referred to as the "Pay-off Amount") provided, that for purposes of the last two sentences of Section 2.03, neither the Final Purchase Price, the Allocable Portion nor the initial Lease Basis (as defined in the form of Property Lease) shall be deemed reduced by any adjustments to the cash portion of the Purchase Price made pursuant to this Section 2.04(d). Acquiror shall cause the Company or a Company Subsidiary to pay the Specified Liabilities at or immediately following the Closing.