Common use of Calculation; Reproration Clause in Contracts

Calculation; Reproration. Escrow Holder shall prepare and deliver to Buyer no later than three (3) business days prior to the Closing Date an estimated closing statement which shall set forth all costs payable, and the prorations and credits provided for in this Agreement. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subsection. The Parties shall attempt in good faith to reconcile any differences or disputes regarding such estimated closing statement no later than one (1) business day before the Closing Date. The estimated closing statement as adjusted as aforesaid and approved in writing by the Parties (which shall not be withheld if prepared in accordance with this Agreement) shall be referred to herein as the “Closing Statement”. If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either Party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, on the later of: (i) ninety (90) days after December 31st of the year in which Closing occurs, or (ii) one hundred eighty (180) days after the Closing Date, and if a Party fails to request an adjustment to the Closing Statement by a written notice delivered to the other Party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such Party desires to adjust and the reasons for such adjustment), then the prorations and credits set forth in the Closing Statement shall be binding and conclusive against such Party. Any amounts due under Section 6 which cannot be determined prior to Closing shall be reconciled as soon as possible thereafter as such amounts can be determined, and the Parties shall have the right to audit the applicable records of each other in connection with any such post-Closing reconciliation. Notwithstanding anything in this Article VI to the contrary, with respect to amounts in Sections 6.8.1(b), (d) and (f) which are required to be credited to Buyer at Closing, Seller may request that in lieu of providing a credit, Seller shall deposit the amounts that would otherwise be credited to Buyer into Escrow at least one (1) business day prior to Closing for distribution in full to Buyer at Closing and Buyer will endeavor to accommodate such request; provided, however, that Buyer and Seller acknowledge and agree that Buyer may withhold its consent to such request in the event that an assignee of some or all of Buyer’s rights under this Agreement reasonably rejects such request, it being understood that rejection of such request based on conformance with Buyer’s assignee’s cash management policies shall be deemed reasonable.

Calculation; Reproration. Escrow Holder Seller shall prepare and deliver to Buyer no later than three (3) business days prior to the Closing Date an estimated closing statement which shall set forth all costs payable, and the prorations and credits provided for in this AgreementAgreement and to the extent Seller does not timely deliver the estimated closing statement to Buyer, Buyer shall have the right, but not the obligation, to extend the Closing Date by the number of days Seller is delinquent in delivering such estimated closing statement to Buyer. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subsection. The Parties shall attempt in good faith to reconcile any differences or disputes regarding such estimated closing statement no later than one (1) business day before the Closing Date. The estimated closing statement as adjusted as aforesaid and approved in writing by the Parties (which shall not be withheld if prepared in accordance with this Agreement) shall be referred to herein as the “Closing Statement”. If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either Party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, on the later of: (i) within ninety (90) days after December 31st of the year Closing Date (except with respect to CAM Charges, taxes and assessments, in which Closing occurs, or case such adjustment shall be made within ninety (ii) one hundred eighty (18090) days after the Closing Dateinformation necessary to perform such adjustment becomes available and is provided to all Parties), and if a Party fails to request an adjustment to the Closing Statement by a written notice delivered to the other Party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such Party desires to adjust and the reasons for such adjustment), then the prorations and credits set forth in the Closing Statement shall be binding and conclusive against such Party. Any amounts due under Section 6 which cannot be determined prior to Closing shall be reconciled as soon as possible thereafter as such amounts can be determined, and the Parties shall have the right to audit the applicable records of each other in connection with any such post-Closing reconciliation. Notwithstanding anything in this Article VI to the contrary, with respect to amounts in Sections 6.8.1(b), (d) and (f) which are required to be credited to Buyer at Closing, Seller may request that in lieu of providing a credit, Seller shall deposit the amounts that would otherwise be credited to Buyer into Escrow at least one (1) business day prior to Closing for distribution in full to Buyer at Closing and Buyer will endeavor to accommodate such request; provided, however, that Buyer and Seller acknowledge and agree that Buyer may withhold its consent to such request in the event that an assignee of some or all of Buyer’s rights under this Agreement reasonably rejects such request, it being understood that rejection of such request based on conformance with Buyer’s assignee’s cash management policies shall be deemed reasonable.

Calculation; Reproration. Escrow Holder Seller shall prepare and deliver to Buyer no later than three five (35) business days prior to the Closing Date Close of Escrow an estimated closing statement which shall set forth all the costs payable, payable under subsection (d) and the prorations and credits provided for in this section and subsection (e) and elsewhere in this Agreement. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subsectionsubparagraph. The Parties Buyer shall notify Seller within two (2) days after its receipt of such estimated closing statement of any items which Buyer disputes, and the parties shall attempt in good faith to reconcile any differences or disputes regarding such estimated closing statement no not later than one (1) business day before the Closing DateClose of Escrow. The estimated closing statement as adjusted as aforesaid and approved in writing by the Parties parties (which shall not be withheld if prepared in accordance with this Agreement) shall be referred to herein as the “Closing Statement”. If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either Party party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, on the later of: within sixty (i) ninety (90) days after December 31st of the year in which Closing occurs, or (ii) one hundred eighty (18060) days after the Closing DateClose of Escrow (except with respect to CAM Charges and Taxes, in which case such adjustment shall be made within thirty (30) days after the information necessary to perform such adjustment is available), and if a Party party fails to request an adjustment to the Closing Statement by a written notice delivered to the other Party party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such Party party desires to adjust and the reasons for such adjustment), then the prorations and credits set forth in the Closing Statement shall be binding and conclusive against such Party. Any amounts due under Section 6 which cannot be determined prior to Closing shall be reconciled as soon as possible thereafter as such amounts can be determined, and the Parties shall have the right to audit the applicable records of each other in connection with any such post-Closing reconciliation. Notwithstanding anything in this Article VI to the contrary, with respect to amounts in Sections 6.8.1(b), (d) and (f) which are required to be credited to Buyer at Closing, Seller may request that in lieu of providing a credit, Seller shall deposit the amounts that would otherwise be credited to Buyer into Escrow at least one (1) business day prior to Closing for distribution in full to Buyer at Closing and Buyer will endeavor to accommodate such request; provided, however, that Buyer and Seller acknowledge and agree that Buyer may withhold its consent to such request in the event that an assignee of some or all of Buyer’s rights under this Agreement reasonably rejects such request, it being understood that rejection of such request based on conformance with Buyer’s assignee’s cash management policies shall be deemed reasonableparty.

Calculation; Reproration. Escrow Holder shall prepare and deliver to Buyer no later than three five (35) business days prior to the Closing Date Close of Escrow an estimated closing statement which shall set forth all the costs payable, payable under subsections 6.5 and 6.6 and the prorations and credits provided for in this section and subsection 6.7.1 and elsewhere in this Agreement. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subsectionsubparagraph. The Parties Buyer shall notify Seller within two (2) days after its receipt of such estimated closing statement of any items which Buyer disputes, and the parties shall attempt in good faith to reconcile any differences or disputes regarding such estimated closing statement no not later than one (1) business day before the Closing DateClose of Escrow. The estimated closing statement as adjusted as aforesaid aforesaid, if applicable, and approved in writing by the Parties parties (which shall not be withheld if prepared in accordance with this Agreement) shall be referred to herein as the “Closing Statement”. If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either Party party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, on the later of: within sixty (i) ninety (90) days after December 31st of the year in which Closing occurs, or (ii) one hundred eighty (18060) days after the Closing DateClose of Escrow (except with respect to maintenance charges and Taxes payable by Tenant under the Lease, in which case such adjustment shall be made within thirty (30) days after the information necessary to perform such adjustment is available), and if a Party party fails to request an adjustment to the Closing Statement by a written notice delivered to the other Party party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such Party party desires to adjust and the reasons for such adjustment), then the prorations and credits set forth in the Closing Statement shall be binding and conclusive against such Party. Any amounts due under Section 6 which cannot be determined prior to Closing shall be reconciled as soon as possible thereafter as such amounts can be determined, and the Parties shall have the right to audit the applicable records of each other in connection with any such post-Closing reconciliation. Notwithstanding anything in this Article VI to the contrary, with respect to amounts in Sections 6.8.1(b), (d) and (f) which are required to be credited to Buyer at Closing, Seller may request that in lieu of providing a credit, Seller shall deposit the amounts that would otherwise be credited to Buyer into Escrow at least one (1) business day prior to Closing for distribution in full to Buyer at Closing and Buyer will endeavor to accommodate such request; provided, however, that Buyer and Seller acknowledge and agree that Buyer may withhold its consent to such request in the event that an assignee of some or all of Buyer’s rights under this Agreement reasonably rejects such request, it being understood that rejection of such request based on conformance with Buyer’s assignee’s cash management policies shall be deemed reasonableparty.

Calculation; Reproration. Escrow Holder Agent shall prepare and deliver to Buyer no later than three (3) business days prior to the Closing Date an estimated closing statement which shall set forth all costs payable, and the prorations and credits provided for in this Agreement. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subsection. The Parties shall attempt in good faith to reconcile any differences or disputes regarding such estimated closing statement no later than one (1) business day before the Closing Date. The estimated closing statement as adjusted as aforesaid and approved in writing by the Parties (which shall not be withheld if prepared in accordance with this Agreement) shall be referred to herein as the “Closing Statement”. If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either Party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, on the later of: (i) ninety (90) days after December 31st of the year in which Closing occurs, or (ii) one hundred eighty (180) days after the Closing Date, and if a Party fails to request an adjustment to the Closing Statement by a written notice delivered to the other Party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such Party desires to adjust and the reasons for such adjustment), then the prorations and credits set forth in the Closing Statement shall be binding and conclusive against such Party. Any amounts due under Section 6 which cannot be determined prior to Closing shall be reconciled as soon as possible thereafter as such amounts can be determined, and the Parties shall have the right to audit the applicable records of each other in connection with any such post-Closing reconciliation. Notwithstanding anything in this Article VI to the contrary, with respect to amounts in Sections 6.8.1(b), (d) and (f) which are required to be credited to Buyer at Closing, Seller may request that in lieu of providing a credit, Seller shall deposit the amounts that would otherwise be credited to Buyer into Escrow at least one (1) business day prior to Closing for distribution in full to Buyer at Closing and Buyer will endeavor to accommodate such request; provided, however, that Buyer and Seller acknowledge and agree that Buyer may withhold its consent to such request in the event that an assignee of some or all of Buyer’s rights under this Agreement reasonably rejects such request, it being understood that rejection of such request based on conformance with Buyer’s assignee’s cash management policies shall be deemed reasonable.

Calculation; Reproration. Escrow Holder Agent shall prepare and deliver to Seller and Buyer no later than three ten (310) business days prior to the Closing Date an estimated closing statement which shall set forth all costs payable, and the prorations and credits provided for in this Agreement. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subsection. The Parties Each party shall notify the other within two (2) days after its receipt of such estimated closing statement of any items which such party disputes, and the parties shall attempt in good faith to reconcile any differences or disputes regarding such estimated closing statement no not later than one (1) business day before the Closing Date. The estimated closing statement as adjusted as aforesaid and approved in writing by the Parties parties (which shall not be withheld if prepared in accordance with this Agreement) shall be referred to herein as the “Closing Statement”. If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either Party party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, on the later of: within sixty (i) ninety (90) days after December 31st of the year in which Closing occurs, or (ii) one hundred eighty (18060) days after the Closing DateDate (except with respect to CAM Charges and Taxes, in which case such adjustment shall be made within thirty (30) days after the information necessary to perform such adjustment is available), and if a Party party fails to request an adjustment to the Closing Statement by a written notice delivered to the Escrow Holder and the other Party party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such Party party desires to adjust and the reasons for such adjustment), then the prorations and credits set forth in the Closing Statement shall be binding and conclusive against such Party. Any amounts due under Section 6 which cannot be determined prior to Closing shall be reconciled as soon as possible thereafter as such amounts can be determined, and the Parties shall have the right to audit the applicable records of each other in connection with any such post-Closing reconciliation. Notwithstanding anything in this Article VI to the contrary, with respect to amounts in Sections 6.8.1(b), (d) and (f) which are required to be credited to Buyer at Closing, Seller may request that in lieu of providing a credit, Seller shall deposit the amounts that would otherwise be credited to Buyer into Escrow at least one (1) business day prior to Closing for distribution in full to Buyer at Closing and Buyer will endeavor to accommodate such request; provided, however, that Buyer and Seller acknowledge and agree that Buyer may withhold its consent to such request in the event that an assignee of some or all of Buyer’s rights under this Agreement reasonably rejects such request, it being understood that rejection of such request based on conformance with Buyer’s assignee’s cash management policies shall be deemed reasonableparty.

Calculation; Reproration. Escrow Holder The prorations and payments shall prepare and deliver be made on the basis of a written statement submitted to Buyer no later than and Seller by Title Company (based on information provided to Title Company by Buyer and Seller) at least three (3) business days prior to the Closing Date an estimated closing statement which shall set forth all costs payable, and the prorations approved by Buyer and credits provided for in this AgreementSeller. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subsection. The Parties shall attempt in good faith to reconcile any differences or disputes regarding such estimated closing statement no later than one (1) business day before the Closing Date. The estimated closing statement as described in §1.6045‑4(e)(3)(ii) of the U.S. Treasury Regulations (the “Regulations”), prepared by Title Company and adjusted as aforesaid and approved in writing by the Parties parties (which approval shall not be withheld if prepared in accordance with this Agreement) shall be referred to herein as the “Closing Statement”. If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either Party party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, on the later of: within sixty (i) ninety (90) days after December 31st of the year in which Closing occurs, or (ii) one hundred eighty (18060) days after the Closing DateDate (except with respect to real estate taxes and assessments and amounts prorated pursuant to Section 6D(1)(c)), in which case such adjustment shall be made within sixty (60) days after the receipt of the final tax xxxx and any other information necessary to perform such adjustment is available), and if a Party party fails to request an adjustment to the Closing Statement by a written notice delivered to the other Party party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such Party party desires to adjust and the reasons for such adjustment), then the prorations and credits set forth in the Closing Statement shall be binding and conclusive against such Party. Any amounts due under Section 6 which cannot be determined prior to Closing shall be reconciled as soon as possible thereafter as such amounts can be determined, and the Parties shall have the right to audit the applicable records of each other in connection with any such post-Closing reconciliation. Notwithstanding anything in this Article VI to the contrary, with respect to amounts in Sections 6.8.1(b), (d) and (f) which are required to be credited to Buyer at Closing, Seller may request that in lieu of providing a credit, Seller shall deposit the amounts that would otherwise be credited to Buyer into Escrow at least one (1) business day prior to Closing for distribution in full to Buyer at Closing and Buyer will endeavor to accommodate such request; provided, however, that Buyer and Seller acknowledge and agree that Buyer may withhold its consent to such request in the event that an assignee of some or all of Buyer’s rights under this Agreement reasonably rejects such request, it being understood that rejection of such request based on conformance with Buyer’s assignee’s cash management policies shall be deemed reasonable.the

Calculation; Reproration. Escrow Holder Seller shall prepare and deliver to Buyer no later than three (3) business days prior to the Closing Date an estimated closing statement which shall set forth all costs payable, and the prorations and credits provided for in this Agreement. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subsection. The Parties Buyer shall notify Seller within two (2) days after its receipt of such estimated closing statement of any items which Buyer disputes, and the parties shall attempt in good faith to reconcile any differences or disputes regarding such estimated closing statement no not later than one (1) business day before the Closing Date. The estimated closing statement as adjusted as aforesaid and approved in writing by the Parties parties (which shall not be withheld if prepared in accordance with this Agreement) shall be referred to herein as the “Closing Statement”. If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either Party party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, on the later of: within sixty (i) ninety (90) days after December 31st of the year in which Closing occurs, or (ii) one hundred eighty (18060) days after the Closing DateDate (except with respect to CAM Charges, taxes and assessments, in which case such adjustment shall be made within sixty (60) days after the information necessary to perform such adjustment is available), and if a Party party fails to request an adjustment to the Closing Statement by a written notice delivered to the other Party party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such Party party desires to adjust and the reasons for such adjustment), then the prorations and credits set forth in the Closing Statement shall be binding and conclusive against such Party. Any amounts due under Section 6 which cannot be determined prior to Closing shall be reconciled as soon as possible thereafter as such amounts can be determined, and the Parties shall have the right to audit the applicable records of each other in connection with any such post-Closing reconciliation. Notwithstanding anything in this Article VI to the contrary, with respect to amounts in Sections 6.8.1(b), (d) and (f) which are required to be credited to Buyer at Closing, Seller may request that in lieu of providing a credit, Seller shall deposit the amounts that would otherwise be credited to Buyer into Escrow at least one (1) business day prior to Closing for distribution in full to Buyer at Closing and Buyer will endeavor to accommodate such request; provided, however, that Buyer and Seller acknowledge and agree that Buyer may withhold its consent to such request in the event that an assignee of some or all of Buyer’s rights under this Agreement reasonably rejects such request, it being understood that rejection of such request based on conformance with Buyer’s assignee’s cash management policies shall be deemed reasonableparty.

Calculation; Reproration. Escrow Holder Seller shall prepare and deliver deliver, or cause Escrow Holder to prepare and deliver, to Buyer no later than three five (35) business days prior to the Closing Date an estimated closing statement which shall set forth all the costs payable, payable under Section 6.5.4 and the prorations and credits provided for in this Section 6.5.7 and Section 6.5.5 and elsewhere in this Agreement. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subsectionSection 6.5.7. The Parties Buyer shall notify Seller and Escrow Holder within two (2) days after its receipt of such estimated closing statement of any items which Buyer disputes, and the parties shall attempt in good faith to reconcile any differences or disputes regarding such estimated closing statement no not later than one (1) business day before the Closing Date. The estimated closing statement as adjusted as aforesaid and approved in writing by the Parties parties (which shall not be withheld if prepared in accordance with this Agreement) shall be referred to herein as the “Closing Statement”. If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either Party party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, on the later of: within sixty (i) ninety (90) days after December 31st of the year in which Closing occurs, or (ii) one hundred eighty (18060) days after the Closing DateDate (except with respect to CAM Charges and Taxes, in which case such adjustment shall be made within thirty (30) days after the information necessary to perform such adjustment is available), and if a Party party fails to request an adjustment to the Closing Statement by a written notice delivered to the other Party party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such Party party desires to adjust and the reasons for such adjustment), then the prorations and credits set forth in the Closing Statement shall be binding and conclusive against such Party. Any amounts due under Section 6 which cannot be determined prior to Closing shall be reconciled as soon as possible thereafter as such amounts can be determined, and the Parties shall have the right to audit the applicable records of each other in connection with any such post-Closing reconciliation. Notwithstanding anything in this Article VI to the contrary, with respect to amounts in Sections 6.8.1(b), (d) and (f) which are required to be credited to Buyer at Closing, Seller may request that in lieu of providing a credit, Seller shall deposit the amounts that would otherwise be credited to Buyer into Escrow at least one (1) business day prior to Closing for distribution in full to Buyer at Closing and Buyer will endeavor to accommodate such request; provided, however, that Buyer and Seller acknowledge and agree that Buyer may withhold its consent to such request in the event that an assignee of some or all of Buyer’s rights under this Agreement reasonably rejects such request, it being understood that rejection of such request based on conformance with Buyer’s assignee’s cash management policies shall be deemed reasonableparty.

Calculation; Reproration. Escrow Holder Prior to Closing the parties shall jointly prepare and deliver to Buyer no later than three (3) business days prior to the Closing Date an estimated closing statement which shall set forth all the costs payable, payable under Sections 7.5 and 7.6 and the prorations and credits provided for in Section 7.7.1 and elsewhere in this Agreement. , Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subsection. The Parties ; provided, the parties shall attempt cooperate with each other to reprorate taxes and assessments following the Closing as accurate or new information becomes available and in good faith to reconcile any differences or disputes regarding such estimated closing statement no event later than one (1) business day before year after Closing; and the Closing Dateparties agree that there shall be no reproration for taxes and assessments later than one year after the Closing. The estimated closing statement as adjusted as aforesaid and approved in writing by the Parties (which shall not be withheld if prepared in accordance with this Agreement) parties shall be referred to herein as the “"Closing Statement”". If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either Party party shall be entitled to an adjustment to correct the samesame provided that, as indicated above with respect to taxes, the parties shall cooperate with each other to reprorate taxes and assessments following the Closing as accurate or new information becomes available and in no event later than one (1) year after Closing and there shall be no reproration for taxes and assessments later than one year after the Closing; provided, however, and further provided that any adjustment as to any other items shall be made, if at all, on the later of: within sixty (i) ninety (90) days after December 31st of the year in which Closing occurs, or (ii) one hundred eighty (18060) days after the Closing Date(except with respect to CAM Charges, in which case such adjustment shall be made within thirty (30) days after the information necessary to perform such adjustment is available), and if a Party party fails to request an adjustment to the Closing Statement by a written notice delivered to the other Party party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such Party party desires to adjust and the reasons for such adjustment), then the prorations and credits set forth in the Closing Statement shall be binding and conclusive against such Party. Any amounts due under Section 6 which cannot be determined prior to Closing shall be reconciled as soon as possible thereafter as such amounts can be determined, and the Parties shall have the right to audit the applicable records of each other in connection with any such post-Closing reconciliation. Notwithstanding anything in this Article VI to the contrary, with respect to amounts in Sections 6.8.1(b), (d) and (f) which are required to be credited to Buyer at Closing, Seller may request that in lieu of providing a credit, Seller shall deposit the amounts that would otherwise be credited to Buyer into Escrow at least one (1) business day prior to Closing for distribution in full to Buyer at Closing and Buyer will endeavor to accommodate such request; provided, however, that Buyer and Seller acknowledge and agree that Buyer may withhold its consent to such request in the event that an assignee of some or all of Buyer’s rights under this Agreement reasonably rejects such request, it being understood that rejection of such request based on conformance with Buyer’s assignee’s cash management policies shall be deemed reasonableparty.

Calculation; Reproration. Escrow Holder shall prepare and deliver to Buyer no later than three (3) business days prior to the Closing Date an estimated closing statement which shall set forth all costs payable, and the prorations and credits provided for in this Agreement. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subsection. The Parties shall attempt in good faith to reconcile any differences or disputes regarding such estimated closing statement no later than one (1) business day before the Closing Date. The estimated closing statement as adjusted as aforesaid and approved in writing by the Parties (which shall not be withheld if prepared in accordance with this Agreement) shall be referred to herein as the “Closing Statement”. If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either Party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, on the later of: (i) ninety (90) days after December 31st of the year in which Closing occurs, or (ii) one hundred eighty (180) days after the Closing Date, and if a Party fails to request an adjustment to the Closing Statement by a written notice delivered to the other Party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such Party desires to adjust and the reasons for such adjustment), then the prorations and credits set forth in the Closing Statement shall be binding and conclusive against such Party. Any amounts due under Section 6 which cannot be determined prior to Closing shall be reconciled as soon as possible thereafter as such amounts can be determined, and the Parties shall have the right to audit the applicable records of each other in connection with any such post-Closing reconciliation. Notwithstanding anything in this Article VI to the contrary, with respect to amounts in Sections 6.8.1(b), (d) and (f) which are required to be credited to Buyer at Closing, Seller may request that in lieu of providing a credit, Seller shall deposit the amounts that would otherwise be credited to Buyer into Escrow at least one (1) business day prior to Closing for distribution in full to Buyer at Closing and Buyer will endeavor to accommodate such request; provided, however, that Buyer and Seller acknowledge and agree that Buyer may withhold its consent to such request in the event that an assignee of some or all of Buyer’s rights under this Agreement reasonably rejects such request, it being understood that rejection of such request based on conformance with Buyer’s assignee’s cash management policies shall be deemed reasonable.. 6.8.3

Calculation; Reproration. Escrow Holder Seller shall prepare and deliver to Buyer no later than three (3) business days prior to the Closing Date an estimated closing statement which shall set forth all costs payable, and the prorations and credits provided for in this AgreementAgreement and to the extent Seller does not timely deliver the estimated closing statement to Buyer, Buyer shall have the right, but not the obligation, to extent the Closing Date by the number of days Seller is delinquent in delivering such estimated closing statement to Buyer. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subsection. The Parties Buyer shall notify Seller within two (2) days after its receipt of such estimated closing statement of any items which Buyer disputes, and the parties shall attempt in good faith to reconcile any differences or disputes regarding such estimated closing statement no not later than one (1) business day before the Closing DateClose of Escrow. The estimated closing statement as adjusted as aforesaid and approved in writing by the Parties parties (which shall not be withheld if prepared in accordance with this Agreement) shall be referred to herein as the “Closing Statement”. If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either Party party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, on the later of: within sixty (i) ninety (90) days after December 31st of the year in which Closing occurs, or (ii) one hundred eighty (18060) days after the Closing DateClose of Escrow (except with respect to CAM Charges and Taxes, in which case such adjustment shall be made within thirty (30) days after the information necessary to perform such adjustment is available), and if a Party party fails to request an adjustment to the Closing Statement by a written notice delivered to the other Party party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such Party party desires to adjust and the reasons for such adjustment), then the prorations and credits set forth in the Closing Statement shall be binding and conclusive against such Party. Any amounts due under Section 6 which cannot be determined prior to Closing shall be reconciled as soon as possible thereafter as such amounts can be determined, and the Parties shall have the right to audit the applicable records of each other in connection with any such post-Closing reconciliation. Notwithstanding anything in this Article VI to the contrary, with respect to amounts in Sections 6.8.1(b), (d) and (f) which are required to be credited to Buyer at Closing, Seller may request that in lieu of providing a credit, Seller shall deposit the amounts that would otherwise be credited to Buyer into Escrow at least one (1) business day prior to Closing for distribution in full to Buyer at Closing and Buyer will endeavor to accommodate such request; provided, however, that Buyer and Seller acknowledge and agree that Buyer may withhold its consent to such request in the event that an assignee of some or all of Buyer’s rights under this Agreement reasonably rejects such request, it being understood that rejection of such request based on conformance with Buyer’s assignee’s cash management policies shall be deemed reasonableparty.

Calculation; Reproration. Escrow Holder The prorations and payments shall prepare and deliver be made on the basis of a written statement submitted to Buyer no later than three and Seller by Title Company (3based on information provided to Title Company by Buyer and Seller) at least two (2) business days prior to the Closing Date an estimated closing statement which shall set forth all costs payable, and the prorations approved by Buyer and credits provided for in this AgreementSeller. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subsection. The Parties shall attempt in good faith to reconcile any differences or disputes regarding such estimated closing statement no later than one (1) business day before the Closing Date. The estimated closing statement as described in §1.6045-4(e)(3)(ii) of the U.S. Treasury Regulations (the “Regulations”), prepared by Title Company and adjusted as aforesaid and approved in writing by the Parties parties (which approval shall not be withheld if prepared in accordance with this Agreement) shall be referred to herein as the “Closing Statement”. If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either Party party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, on the later of: within sixty (i) ninety (90) days after December 31st of the year in which Closing occurs, or (ii) one hundred eighty (18060) days after the Closing DateDate (except with respect to real estate taxes and assessments, Expense Contributions, Percentage Rents and amounts prorated pursuant to Section 6D(1)(e), in which case such adjustment shall be made within thirty (30) days after the information necessary to perform such adjustment is available, including with respect to real estate taxes and assessments any reassessment period), and if a Party party fails to request an adjustment to the Closing Statement by a written notice delivered to the other Party party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such Party party desires to adjust and the reasons for such adjustment), then the prorations and credits set forth in the Closing Statement shall be binding and conclusive against such Party. Any amounts due under Section 6 which cannot be determined prior to Closing shall be reconciled as soon as possible thereafter as such amounts can be determined, and the Parties shall have the right to audit the applicable records of each other in connection with any such post-Closing reconciliation. Notwithstanding anything in this Article VI to the contrary, with respect to amounts in Sections 6.8.1(b), (d) and (f) which are required to be credited to Buyer at Closing, Seller may request that in lieu of providing a credit, Seller shall deposit the amounts that would otherwise be credited to Buyer into Escrow at least one (1) business day prior to Closing for distribution in full to Buyer at Closing and Buyer will endeavor to accommodate such request; provided, however, that Buyer and Seller acknowledge and agree that Buyer may withhold its consent to such request in the event that an assignee of some or all of Buyer’s rights under this Agreement reasonably rejects such request, it being understood that rejection of such request based on conformance with Buyer’s assignee’s cash management policies shall be deemed reasonableparty.

Calculation; Reproration. Escrow Holder Seller shall prepare and deliver to Buyer no later than three five (35) business days prior to the Closing Date an estimated closing statement which shall set forth all the costs payable, payable under subsection (c) and the prorations and credits provided for in this section and subsection (d) and elsewhere in this Agreement. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subsectionsubparagraph. The Parties Buyer shall notify Seller within two (2) days after its receipt of such estimated closing statement of any items which Buyer disputes, and the parties shall attempt in good faith to reconcile any differences or disputes regarding such estimated closing statement no not later than one (1) business day before the Closing Date. The estimated closing statement as adjusted as aforesaid and approved in writing by the Parties parties (which shall not be withheld if prepared in accordance with this Agreement) shall be referred to herein as the “Closing Statement”. If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either Party party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, on the later of: within sixty (i) ninety (90) days after December 31st of the year in which Closing occurs, or (ii) one hundred eighty (18060) days after the Closing DateDate (except with respect to the property tax component of CAM Charges, in which case such adjustment shall be made within thirty (30) days after the information necessary to perform such adjustment is available), and if a Party party fails to request an adjustment to the Closing Statement by a written notice delivered to the other Party party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such Party party desires to adjust and the reasons for such adjustment), then the prorations and credits set forth in the Closing Statement shall be binding and conclusive against such Party. Any amounts due under Section 6 which cannot be determined prior to Closing shall be reconciled as soon as possible thereafter as such amounts can be determined, and the Parties shall have the right to audit the applicable records of each other in connection with any such post-Closing reconciliation. Notwithstanding anything in this Article VI to the contrary, with respect to amounts in Sections 6.8.1(b), (d) and (f) which are required to be credited to Buyer at Closing, Seller may request that in lieu of providing a credit, Seller shall deposit the amounts that would otherwise be credited to Buyer into Escrow at least one (1) business day prior to Closing for distribution in full to Buyer at Closing and Buyer will endeavor to accommodate such request; provided, however, that Buyer and Seller acknowledge and agree that Buyer may withhold its consent to such request in the event that an assignee of some or all of Buyer’s rights under this Agreement reasonably rejects such request, it being understood that rejection of such request based on conformance with Buyer’s assignee’s cash management policies shall be deemed reasonableparty.

Calculation; Reproration. Escrow Holder Seller shall prepare and deliver to Buyer Purchaser no later than three (3) business days prior to the Closing Date an estimated closing statement which shall set forth all costs payable, and the prorations and credits provided for in this AgreementContract and to the extent Seller does not timely deliver the estimated closing statement to Purchaser, Purchaser shall have the right, but not the obligation, to extent the Closing by the number of days Seller is delinquent is delivering such estimated closing statement to Purchaser. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subsection. The Parties Purchaser shall notify Seller within one (1) business days after its receipt of such estimated closing statement of any items which Purchaser disputes, and the Seller and Purchaser shall attempt in good faith to reconcile any differences on or disputes regarding such estimated closing statement no later than one (1) business day before the Closing DateClosing. The estimated closing statement as adjusted as aforesaid and approved in writing by the Parties parties (which shall not be withheld if prepared in accordance with this AgreementContract) shall be referred to herein as the “Closing Statement”. If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either Party party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, on the later of: within sixty (i) ninety (90) days after December 31st of the year in which Closing occurs, or (ii) one hundred eighty (18060) days after the Closing Date(except with respect to common area maintenance charges and taxes, in which case such adjustment shall be made within thirty (30) days after the information necessary to perform such adjustment is available), and if a Party party fails to request an adjustment to the Closing Statement by a written notice delivered to the other Party party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such Party party desires to adjust and the reasons for such adjustment), then the prorations and credits set forth in the Closing Statement shall be binding and conclusive against such Party. Any amounts due under Section 6 which cannot be determined prior to Closing shall be reconciled as soon as possible thereafter as such amounts can be determined, and the Parties shall have the right to audit the applicable records of each other in connection with any such post-Closing reconciliation. Notwithstanding anything in this Article VI to the contrary, with respect to amounts in Sections 6.8.1(b), (d) and (f) which are required to be credited to Buyer at Closing, Seller may request that in lieu of providing a credit, Seller shall deposit the amounts that would otherwise be credited to Buyer into Escrow at least one (1) business day prior to Closing for distribution in full to Buyer at Closing and Buyer will endeavor to accommodate such request; provided, however, that Buyer and Seller acknowledge and agree that Buyer may withhold its consent to such request in the event that an assignee of some or all of Buyer’s rights under this Agreement reasonably rejects such request, it being understood that rejection of such request based on conformance with Buyer’s assignee’s cash management policies shall be deemed reasonableparty.

Calculation; Reproration. Escrow Holder The prorations and payments shall prepare and deliver be made on the basis of a written statement submitted to Buyer no later than three and Seller by Title Company (3based on information provided to Title Company by Buyer and Seller) at least two (2) business days prior to the Closing Date an estimated closing statement which shall set forth all costs payable, and the prorations approved by Buyer and credits provided for in this AgreementSeller. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subsection. The Parties shall attempt in good faith to reconcile any differences or disputes regarding such estimated closing statement no later than one (1) business day before the Closing Date. The estimated closing statement as described in §1.6045-4(e)(3)(ii) of the U.S. Treasury Regulations (the “Regulations”), prepared by Title Company and adjusted as aforesaid and approved in writing by the Parties parties (which approval shall not be withheld if prepared in accordance with this Agreement) shall be referred to herein as the “Closing Statement”. If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either Party party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, on the later of: within sixty (i) ninety (90) days after December 31st of the year in which Closing occurs, or (ii) one hundred eighty (18060) days after the Closing DateDate (except with respect to real estate taxes and assessments, Expense Contributions, Percentage Rents and amounts prorated pursuant to Section 6D(1)(e), in which case such adjustment shall be made within thirty (30) days after the information necessary to perform such adjustment is available, including with respect to real estate taxes and assessments any reassessment period), and if a Party party fails to request an adjustment to the Closing Statement by a written notice delivered to the other Party party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such Party party desires to adjust and the reasons for such adjustment), then the prorations and credits set forth in the Closing Statement shall be binding and conclusive against such Partyparty. Any amounts due under Section 6 which cannot be determined prior to Closing shall be reconciled as soon as possible thereafter as such amounts can be determined, and the Parties shall have the right to audit the applicable records of each other in connection with any such post-Closing reconciliation. Notwithstanding anything in this Article VI to the contrary, with respect to amounts in Sections 6.8.1(b(3), (d) and (f) which are required to be credited to Buyer at Closing, Seller may request that in lieu of providing a credit, Seller shall deposit the amounts that would otherwise be credited to Buyer into Escrow at least one (1) business day prior to Closing for distribution in full to Buyer at Closing and Buyer will endeavor to accommodate such request; provided, however, that Buyer and Seller acknowledge and agree that Buyer may withhold its consent to such request in the event that an assignee of some or all of Buyer’s rights under this Agreement reasonably rejects such request, it being understood that rejection of such request based on conformance with Buyer’s assignee’s cash management policies shall be deemed reasonable.

Calculation; Reproration. Escrow Holder Seller shall prepare and deliver to Buyer no later than three (3) business days prior to the Closing Date an estimated closing statement which shall set forth all costs payable, and the prorations and credits provided for in this AgreementAgreement and to the extent Seller does not timely deliver the estimated closing statement to Buyer, Buyer shall have the right, but not the obligation, to extend the Closing Date by the number of days Seller is delinquent in delivering such estimated closing statement to Buyer. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subsection. The Parties Buyer shall notify Seller within two (2) days after its receipt of such estimated closing statement of any items which Buyer disputes, and the parties shall attempt in good faith to reconcile any differences or disputes regarding such estimated closing statement no not later than one (1) business day before the Closing DateClose of Escrow. The estimated closing statement as adjusted as aforesaid and approved in writing by the Parties parties (which shall not be withheld if prepared in accordance with this Agreement) shall be referred to herein as the “Closing Statement”. If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either Party party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, on the later of: within sixty (i) ninety (90) days after December 31st of the year in which Closing occurs, or (ii) one hundred eighty (18060) days after the Close of Escrow (except with respect to CAM Charges, in which case such adjustment shall be made by March 31st of the calendar year following the Closing Date), and if a Party party fails to request an adjustment to the Closing Statement by a written notice delivered to the other Party party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such Party party desires to adjust and the reasons for such adjustment), then the prorations and credits set forth in the Closing Statement shall be binding and conclusive against such Party. Any amounts due under Section 6 which cannot be determined prior to Closing shall be reconciled as soon as possible thereafter as such amounts can be determined, and the Parties shall have the right to audit the applicable records of each other in connection with any such post-Closing reconciliation. Notwithstanding anything in this Article VI to the contrary, with respect to amounts in Sections 6.8.1(b), (d) and (f) which are required to be credited to Buyer at Closing, Seller may request that in lieu of providing a credit, Seller shall deposit the amounts that would otherwise be credited to Buyer into Escrow at least one (1) business day prior to Closing for distribution in full to Buyer at Closing and Buyer will endeavor to accommodate such request; provided, however, that Buyer and Seller acknowledge and agree that Buyer may withhold its consent to such request in the event that an assignee of some or all of Buyer’s rights under this Agreement reasonably rejects such request, it being understood that rejection of such request based on conformance with Buyer’s assignee’s cash management policies shall be deemed reasonableparty.

Calculation; Reproration. Prior to Closing the Seller and Escrow Holder shall jointly prepare and deliver to Buyer no later than three (3) business days prior to the Closing Date an estimated closing statement which shall set forth all the costs payable, payable under Sections 7.5 and 7.6 and the prorations and credits provided for in Section 7.7.1 and elsewhere in this Agreement. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subsection. The Parties shall attempt in good faith to reconcile any differences or disputes regarding such estimated closing statement no later than one (1) business day before the Closing Date. The estimated closing statement as adjusted as aforesaid and approved in writing by the Parties (which shall not be withheld if prepared in accordance with this Agreement) parties shall be referred to herein as the “Closing Statement”. .” If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either Party party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, on the later of: within sixty (i) ninety (90) days after December 31st of the year in which Closing occurs, or (ii) one hundred eighty (18060) days after the Closing Date(except with respect to CAM Charges, in which case such adjustment shall be made within thirty (30) days after the information necessary to perform such adjustment is available, and except with respect to Taxes, in which case such adjustment shall be made within thirty (30) days after the final tax xxxx is available), and if a Party party fails to request an adjustment to the Closing Statement by a written notice delivered to the other Party party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such Party party desires to adjust and the reasons for such adjustment), then the prorations and credits set forth in the Closing Statement shall be binding and conclusive against such Party. Any amounts due under Section 6 which cannot be determined prior to Closing shall be reconciled as soon as possible thereafter as such amounts can be determined, and the Parties shall have the right to audit the applicable records of each other in connection with any such post-Closing reconciliation. Notwithstanding anything in this Article VI to the contrary, with respect to amounts in Sections 6.8.1(b), (d) and (f) which are required to be credited to Buyer at Closing, Seller may request that in lieu of providing a credit, Seller shall deposit the amounts that would otherwise be credited to Buyer into Escrow at least one (1) business day prior to Closing for distribution in full to Buyer at Closing and Buyer will endeavor to accommodate such request; provided, however, that Buyer and Seller acknowledge and agree that Buyer may withhold its consent to such request in the event that an assignee of some or all of Buyer’s rights under this Agreement reasonably rejects such request, it being understood that rejection of such request based on conformance with Buyer’s assignee’s cash management policies shall be deemed reasonableparty.

Calculation; Reproration. Escrow Holder Seller shall prepare and deliver to Buyer no later than three five (35) business days prior to the Closing Date Close of Escrow an estimated closing statement which shall set forth all the costs payable, payable under subsection (d) and the prorations and credits provided for in this section and subsection (e) and elsewhere in this Agreement. The estimated closing statement shall contain detailed supporting schedules and any other documentation reasonably required by Buyer for items which are being prorated. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subsectionsubparagraph. The Parties Buyer shall notify Seller within two (2) days after its receipt of such estimated closing statement of any items which Buyer disputes, and the parties shall attempt in good faith to reconcile any differences or disputes regarding such estimated closing statement no not later than one (1) business day before the Closing DateClose of Escrow. The estimated closing statement as adjusted as aforesaid and approved in writing by the Parties parties (which shall not be withheld if prepared in accordance with this Agreement) shall be referred to herein as the “Closing Statement”. If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either Party party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, on the later of: (i) within ninety (90) days after December 31st the Close of the year Escrow (except with respect to CAM Charges and Taxes, in which Closing occurs, or case such adjustment shall be made within thirty (ii) one hundred eighty (18030) days after the Closing Dateinformation necessary to perform such adjustment is available), and if a Party party fails to request an adjustment to the Closing Statement by a written notice delivered to the other Party party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such Party party desires to adjust and the reasons for such adjustment), then the prorations and credits set forth in the Closing Statement shall be binding and conclusive against such Party. Any amounts due under Section 6 which cannot be determined prior to Closing shall be reconciled as soon as possible thereafter as such amounts can be determined, and the Parties shall have the right to audit the applicable records of each other in connection with any such post-Closing reconciliation. Notwithstanding anything in this Article VI to the contrary, with respect to amounts in Sections 6.8.1(b), (d) and (f) which are required to be credited to Buyer at Closing, Seller may request that in lieu of providing a credit, Seller shall deposit the amounts that would otherwise be credited to Buyer into Escrow at least one (1) business day prior to Closing for distribution in full to Buyer at Closing and Buyer will endeavor to accommodate such request; provided, however, that Buyer and Seller acknowledge and agree that Buyer may withhold its consent to such request in the event that an assignee of some or all of Buyer’s rights under this Agreement reasonably rejects such request, it being understood that rejection of such request based on conformance with Buyer’s assignee’s cash management policies shall be deemed reasonableparty.

Calculation; Reproration. Escrow Holder Seller shall prepare and deliver to Buyer no later than three (3) business days prior to the Closing Date an estimated closing statement which shall set forth all costs payable, and the prorations and credits provided for in this AgreementAgreement and to the extent Seller does not timely deliver the estimated closing statement to Buyer, Buyer shall have the right, but not the obligation, to extend the Closing Date by the number of days that Seller is delinquent in delivering such estimated closing statement to Buyer. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subsection. The Parties shall attempt in good faith to reconcile any differences or disputes regarding such estimated closing statement no not later than one (1) business day before the Closing Date. The estimated closing statement as adjusted as aforesaid and approved in writing by the Parties (which shall not be withheld if prepared in accordance with this Agreement) shall be referred to herein as the “Closing Statement”. If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either Party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, on the later of: (i) within ninety (90) days after December 31st of the year Closing Date (except with respect to CAM Charges, taxes and assessments, in which Closing occurs, or case such adjustment shall be made within ninety (ii) one hundred eighty (18090) days after the Closing Dateinformation necessary to perform such adjustment becomes available and is provided to all Parties), and if a Party fails to request an adjustment to the Closing Statement by a written notice delivered to the other Party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such Party desires to adjust and the reasons for such adjustment), then the prorations and credits set forth in the Closing Statement shall be binding and conclusive against such Party. Any amounts due under Section 6 which cannot be determined prior to Closing shall be reconciled as soon as possible thereafter as such amounts can be determined, and the Parties shall have the right to audit the applicable records of each other in connection with any such post-Closing reconciliation. Notwithstanding anything in this Article VI to the contrary, with respect to amounts in Sections 6.8.1(b), (d) and (f) which are required to be credited to Buyer at Closing, Seller may request that in lieu of providing a credit, Seller shall deposit the amounts that would otherwise be credited to Buyer into Escrow at least one (1) business day prior to Closing for distribution in full to Buyer at Closing and Buyer will endeavor to accommodate such request; provided, however, that Buyer and Seller acknowledge and agree that Buyer may withhold its consent to such request in the event that an assignee of some or all of Buyer’s rights under this Agreement reasonably rejects such request, it being understood that rejection of such request based on conformance with Buyer’s assignee’s cash management policies shall be deemed reasonable.

Calculation; Reproration. Escrow Holder Seller shall prepare and deliver to Buyer no later than three five (35) business days prior to the Closing Date Close of Escrow an estimated closing statement which shall set forth all the costs payable, payable under subsection (d) and the prorations and credits provided for in this section and subsection (e) and elsewhere in this Agreement. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subsectionSection 6.7.2. The Parties Buyer shall notify Seller within two (2) days after its receipt of such estimated closing statement of any items which Buyer disputes, and the parties shall attempt in good faith to reconcile any differences or disputes regarding such estimated closing statement no not later than one (1) business day before the Closing DateClose of Escrow. The estimated closing statement as adjusted as aforesaid and approved in writing by the Parties parties (which approval shall not be unreasonably withheld if prepared in accordance with this Agreement) shall be referred to herein as the “Closing Statement”. If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either Party party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, on the later of: (i) ninety (90) days after December 31st of the year in which Closing occurs, or (ii) within one hundred eighty (180) days after the Closing DateClose of Escrow (except with respect to CAM Charges, Percentage Rent and Taxes, in which case such adjustment shall be made within ninety (90) days after the information necessary to perform such adjustment is available), and if a Party party fails to request an adjustment to the Closing Statement by a written notice delivered to the other Party party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such Party party desires to adjust and the reasons for such adjustment), then the prorations and credits set forth in the Closing Statement shall be binding and conclusive against such Party. Any amounts due under Section 6 which cannot be determined prior to Closing shall be reconciled as soon as possible thereafter as such amounts can be determined, and the Parties shall have the right to audit the applicable records of each other in connection with any such post-Closing reconciliation. Notwithstanding anything in this Article VI to the contrary, with respect to amounts in Sections 6.8.1(b), (d) and (f) which are required to be credited to Buyer at Closing, Seller may request that in lieu of providing a credit, Seller shall deposit the amounts that would otherwise be credited to Buyer into Escrow at least one (1) business day prior to Closing for distribution in full to Buyer at Closing and Buyer will endeavor to accommodate such request; provided, however, that Buyer and Seller acknowledge and agree that Buyer may withhold its consent to such request in the event that an assignee of some or all of Buyer’s rights under this Agreement reasonably rejects such request, it being understood that rejection of such request based on conformance with Buyer’s assignee’s cash management policies shall be deemed reasonableparty.

Calculation; Reproration. Escrow Holder shall prepare and deliver to Buyer no later than three five (35) business days prior to the Closing Date Close of Escrow an estimated closing statement which shall set forth all the costs payablepayable under Section 6.5, Section 6.6, and Section 6.7, and the prorations and credits provided for in this section and elsewhere in this Agreement. Any Except as otherwise provide in Section 6.7.1(a), any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subsection. The Parties Buyer shall notify Seller within two (2) days after its receipt of such estimated closing statement of any items which Buyer disputes, and the parties shall attempt in good faith to reconcile any differences or disputes regarding such estimated closing statement no not later than one (1) business day before the Closing DateClose of Escrow. The estimated closing statement as adjusted as aforesaid and approved in writing by the Parties parties (which shall not be withheld if prepared in accordance with this Agreement) shall be referred to herein as the “Closing Statement”. If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either Party party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, on the later of: within sixty (i) ninety (90) days after December 31st of the year in which Closing occurs, or (ii) one hundred eighty (18060) days after the Closing DateClose of Escrow (except with respect to CAM Charges, in which case such adjustment shall be made within thirty (30) days after the information necessary to perform such adjustment is available), and if a Party party fails to request an adjustment to the Closing Statement by a written notice delivered to the other Party party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such Party party desires to adjust and the reasons for such adjustment), then the prorations and credits set forth in the Closing Statement shall be binding and conclusive against such Party. Any amounts due under Section 6 which cannot be determined prior to Closing shall be reconciled as soon as possible thereafter as such amounts can be determined, and the Parties shall have the right to audit the applicable records of each other in connection with any such post-Closing reconciliation. Notwithstanding anything in this Article VI to the contrary, with respect to amounts in Sections 6.8.1(b), (d) and (f) which are required to be credited to Buyer at Closing, Seller may request that in lieu of providing a credit, Seller shall deposit the amounts that would otherwise be credited to Buyer into Escrow at least one (1) business day prior to Closing for distribution in full to Buyer at Closing and Buyer will endeavor to accommodate such request; provided, however, that Buyer and Seller acknowledge and agree that Buyer may withhold its consent to such request in the event that an assignee of some or all of Buyer’s rights under this Agreement reasonably rejects such request, it being understood that rejection of such request based on conformance with Buyer’s assignee’s cash management policies shall be deemed reasonableparty.

Calculation; Reproration. Escrow Holder Seller shall cause its property manager ("Manager") to prepare and deliver to Buyer the parties no later than three five (35) business days prior to the Closing Date an estimated closing statement which shall set forth all the costs payable, and the prorations payable under Paragraph 0X xxx xxx xrorations and credits provided for in this Paragraph 6D and elsewhere in this Agreement. Any Other than real estate taxes and assessments, which shall not be the subject of a re-proration, any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subsectionsubparagraph. The Parties Buyer shall notify Seller within two (2) days after its receipt of such estimated closing statement of any items which Buyer disputes, and the parties shall attempt in good faith to reconcile any differences or disputes regarding such estimated closing statement no not later than one (1) business day before the Closing Date. The estimated closing statement as adjusted as aforesaid and approved in writing by the Parties parties (which shall not be withheld if prepared in accordance with this Agreement) shall be referred to herein as the “"Closing Statement”". If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either Party party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, on the later of: within sixty (i) ninety (90) days after December 31st of the year in which Closing occurs, or (ii) one hundred eighty (18060) days after the Closing Date, and if a Party party fails to request an adjustment to the Closing Statement by a written notice delivered to the other Party party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such Party party desires to adjust and the reasons for such adjustment), then the prorations and credits set forth in the Closing Statement shall be binding and conclusive against such Party. Any amounts due under Section 6 which cannot be determined prior to Closing shall be reconciled as soon as possible thereafter as such amounts can be determined, and the Parties shall have the right to audit the applicable records of each other in connection with any such post-Closing reconciliation. Notwithstanding anything in this Article VI to the contrary, with respect to amounts in Sections 6.8.1(b), (d) and (f) which are required to be credited to Buyer at Closing, Seller may request that in lieu of providing a credit, Seller shall deposit the amounts that would otherwise be credited to Buyer into Escrow at least one (1) business day prior to Closing for distribution in full to Buyer at Closing and Buyer will endeavor to accommodate such request; provided, however, that Buyer and Seller acknowledge and agree that Buyer may withhold its consent to such request in the event that an assignee of some or all of Buyer’s rights under this Agreement reasonably rejects such request, it being understood that rejection of such request based on conformance with Buyer’s assignee’s cash management policies shall be deemed reasonableparty.

Calculation; Reproration. Escrow Holder Seller shall prepare and deliver to Buyer no later than three five (35) business days prior to the Closing Date Close of Escrow an estimated closing statement which shall set forth all the costs payable, payable under subsection (d) and the prorations and credits provided for in this section and subsection (e) and elsewhere in this Agreement. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subsectionSection 6.7.2. The Parties Buyer shall notify Seller within two (2) days after its receipt of such estimated closing statement of any items which Buyer disputes, and the parties shall attempt in good faith to reconcile any differences or disputes regarding such estimated closing statement no not later than one (1) business day before the Closing DateClose of Escrow. The estimated closing statement as adjusted as aforesaid and approved in writing by the Parties parties (which approval shall not be unreasonably withheld if prepared in accordance with this Agreement) shall be referred to herein as the “Closing Statement”"CLOSING STATEMENT". If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either Party party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, on the later of: (i) ninety (90) days after December 31st of the year in which Closing occurs, or (ii) within one hundred eighty (180) days after the Closing DateClose of Escrow (except with respect to CAM Charges, Percentage Rent and Taxes, in which case such adjustment shall be made within ninety (90) days after the information necessary to perform such adjustment is available), and if a Party party fails to request an adjustment to the Closing Statement by a written notice delivered to the other Party party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such Party party desires to adjust and the reasons for such adjustment), then the prorations and credits set forth in the Closing Statement shall be binding and conclusive against such Party. Any amounts due under Section 6 which cannot be determined prior to Closing shall be reconciled as soon as possible thereafter as such amounts can be determined, and the Parties shall have the right to audit the applicable records of each other in connection with any such post-Closing reconciliation. Notwithstanding anything in this Article VI to the contrary, with respect to amounts in Sections 6.8.1(b), (d) and (f) which are required to be credited to Buyer at Closing, Seller may request that in lieu of providing a credit, Seller shall deposit the amounts that would otherwise be credited to Buyer into Escrow at least one (1) business day prior to Closing for distribution in full to Buyer at Closing and Buyer will endeavor to accommodate such request; provided, however, that Buyer and Seller acknowledge and agree that Buyer may withhold its consent to such request in the event that an assignee of some or all of Buyer’s rights under this Agreement reasonably rejects such request, it being understood that rejection of such request based on conformance with Buyer’s assignee’s cash management policies shall be deemed reasonableparty.

Calculation; Reproration. Escrow Holder Seller shall prepare and deliver to Buyer no later than three five (35) business days prior to the Closing Date Close of Escrow an estimated closing statement which shall set forth all the costs payable, and the prorations and credits provided for in payable under this Agreement, including, without limitation, any tax escrow, replacement reserve escrow, the Roof Escrow (as defined herein) and any security deposits. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subsection. The Parties Buyer shall notify Seller within two (2) days after its receipt of such estimated closing statement of any items which Buyer disputes, and the parties shall attempt in good faith to reconcile any differences or disputes regarding such estimated closing statement no not later than one (1) business day before the Closing DateClose of Escrow. The estimated closing statement as adjusted as aforesaid and approved in writing by the Parties parties (which shall not be withheld if prepared in accordance with this Agreement) shall be referred to herein as the “Closing Statement”. If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either Party party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, on the later of: within sixty (i) ninety (90) days after December 31st of the year in which Closing occurs, or (ii) one hundred eighty (18060) days after the Closing DateClose of Escrow (except with respect to Taxes, in which case such adjustment shall be made within thirty (30) days after the information necessary to perform such adjustment is available), and if a Party party fails to request an adjustment to the Closing Statement by a written notice delivered to the other Party party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such Party party desires to adjust and the reasons for such adjustment), then the prorations and credits set forth in the Closing Statement shall be binding and conclusive against such Party. Any amounts due under Section 6 which cannot be determined prior to Closing shall be reconciled as soon as possible thereafter as such amounts can be determined, and the Parties shall have the right to audit the applicable records of each other in connection with any such post-Closing reconciliation. Notwithstanding anything in this Article VI to the contrary, with respect to amounts in Sections 6.8.1(b), (d) and (f) which are required to be credited to Buyer at Closing, Seller may request that in lieu of providing a credit, Seller shall deposit the amounts that would otherwise be credited to Buyer into Escrow at least one (1) business day prior to Closing for distribution in full to Buyer at Closing and Buyer will endeavor to accommodate such request; provided, however, that Buyer and Seller acknowledge and agree that Buyer may withhold its consent to such request in the event that an assignee of some or all of Buyer’s rights under this Agreement reasonably rejects such request, it being understood that rejection of such request based on conformance with Buyer’s assignee’s cash management policies shall be deemed reasonableparty.

Calculation; Reproration. Escrow Holder shall prepare and deliver to Buyer no later than three (3) business days and Seller prior to the Closing Date an estimated estimated, separate seller's and buyer's closing statement statements which shall set forth all costs payable, and the prorations and credits provided for in this Agreementsection. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subsectionsubparagraph. The Parties Buyer and Seller shall each notify the other within two (2) days after its receipt of such estimated closing statements of any items which such party disputes, and the parties shall attempt in good faith to reconcile any differences or disputes regarding such estimated closing statement no not later than one (1) business day before the Closing Date. The estimated estimated, separate closing statement statements, as adjusted as aforesaid and approved in writing by the Parties parties (which shall not be withheld if prepared in accordance with this Agreement) ), shall be referred to herein as the “"Closing Statement”Statements". If the prorations and credits made under the Closing Statement Statements shall prove to be incorrect or incomplete for any reason, then either Party party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, on the later of: (i) ninety (90) days after December 31st of the year in which Closing occurs, or (ii) one hundred eighty (180) days after the Closing Dateoccurs (except with respect to CAM Charges and Taxes, in which case such adjustment shall be made within thirty (30) days after the information necessary to perform such adjustment is available), and if a Party party fails to request an adjustment to the Closing Statement Statements by a written notice delivered to the other Party party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such Party party desires to adjust and the reasons for such adjustment), then the prorations and credits set forth in the Closing Statement Statements shall be binding and conclusive against such Party. Any amounts due under Section 6 which cannot be determined prior to Closing shall be reconciled as soon as possible thereafter as such amounts can be determined, and the Parties shall have the right to audit the applicable records of each other in connection with any such post-Closing reconciliation. Notwithstanding anything in this Article VI to the contrary, with respect to amounts in Sections 6.8.1(b), (d) and (f) which are required to be credited to Buyer at Closing, Seller may request that in lieu of providing a credit, Seller shall deposit the amounts that would otherwise be credited to Buyer into Escrow at least one (1) business day prior to Closing for distribution in full to Buyer at Closing and Buyer will endeavor to accommodate such request; provided, however, that Buyer and Seller acknowledge and agree that Buyer may withhold its consent to such request in the event that an assignee of some or all of Buyer’s rights under this Agreement reasonably rejects such request, it being understood that rejection of such request based on conformance with Buyer’s assignee’s cash management policies shall be deemed reasonableparty.

Calculation; Reproration. Escrow Holder Seller shall cause its property manager ("Manager") to prepare and deliver to Buyer the parties no later than three five (35) business days prior to the Closing Date an estimated closing statement which shall set forth all the costs payable, payable under Paragraph 6C and the prorations and credits provided for in thix Xxxxxxxxx 6D and elsewhere in this Agreement. Any Other than real estate taxes and assessments, which shall not be the subject of a re-proration, any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance with this subsectionsubparagraph. The Parties Buyer shall notify Seller within two (2) days after its receipt of such estimated closing statement of any items which Buyer disputes, and the parties shall attempt in good faith to reconcile any differences or disputes regarding such estimated closing statement no not later than one (1) business day before the Closing Date. The estimated closing statement as adjusted as aforesaid and approved in writing by the Parties parties (which shall not be withheld if prepared in accordance with this Agreement) shall be referred to herein as the “"Closing Statement”". If the prorations and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either Party party shall be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all, on the later of: within sixty (i) ninety (90) days after December 31st of the year in which Closing occurs, or (ii) one hundred eighty (18060) days after the Closing Date, and if a Party party fails to request an adjustment to the Closing Statement by a written notice delivered to the other Party party within the applicable period set forth above (such notice to specify in reasonable detail the items within the Closing Statement that such Party party desires to adjust and the reasons for such adjustment), then the prorations and credits set forth in the Closing Statement shall be binding and conclusive against such Party. Any amounts due under Section 6 which cannot be determined prior to Closing shall be reconciled as soon as possible thereafter as such amounts can be determined, and the Parties shall have the right to audit the applicable records of each other in connection with any such post-Closing reconciliation. Notwithstanding anything in this Article VI to the contrary, with respect to amounts in Sections 6.8.1(b), (d) and (f) which are required to be credited to Buyer at Closing, Seller may request that in lieu of providing a credit, Seller shall deposit the amounts that would otherwise be credited to Buyer into Escrow at least one (1) business day prior to Closing for distribution in full to Buyer at Closing and Buyer will endeavor to accommodate such request; provided, however, that Buyer and Seller acknowledge and agree that Buyer may withhold its consent to such request in the event that an assignee of some or all of Buyer’s rights under this Agreement reasonably rejects such request, it being understood that rejection of such request based on conformance with Buyer’s assignee’s cash management policies shall be deemed reasonableparty.