Common use of Final Adjustment After Closing Clause in Contracts

Final Adjustment After Closing. If final bills are not available or cannot be issued prior to Closing for any item being prorated under this Article, then Purchaser and Seller shall re-prorate such items on a fair and equitable basis on or before the later of (x) ninety (90) days after Closing or (y) thirty (30) days after the date that Seller and Purchaser are able to determine 2021 calendar year property taxes, which proration shall be based on 100% of the assessed value; provided, however, if Purchaser elects to contest the property taxes for calendar year 2021, there shall be a final re-proration within thirty (30) days of receipt of the final 2021 calendar year property taxes. Such final re-proration shall be based on 100% of the final tax bills following the resolution of any such appeal. Purchaser shall promptly notify Seller of its election to appeal the calendar year 2021 real estate taxes and shall keep Seller reasonably informed of the progress of any appeal, including the final resolution. Payments in connection with the final adjustment will be due within ten (10) business days of notice. Purchaser and Seller agree to cooperate and to use commercially reasonable efforts to complete such adjustments in accordance with times set forth in this Section 11.7. In addition, if any error in either the calculations or amount of final figures used in a closing adjustment is discovered within sixty (60) days after Closing, Purchaser and Seller agree to correct such error promptly upon notice from the other party and to use commercially reasonable efforts to complete such adjustment within such sixty (60) day period after Closing. For the avoidance of doubt, except with respect to (x) 2021 calendar year property taxes and (y) deferred rent from tenants under Leases which relates to a period prior to the Closing Date and is received by Purchaser after Closing, all other proration, reconciliation, reproration and settlement obligations of Purchaser and Seller under this Section 11.7 shall terminate and be of no further force or effect from and after the date that is ninety (90) days after the Closing Date. This Section 11.7 shall survive the Closing and the delivery of the Deed for the time periods set forth in this Section 11.7. Notwithstanding the foregoing, if Closing occurs in 2022, reconciliations under this Section 11.7 shall occur with respect to calendar year 2022 instead of calendar year 2021.

Final Adjustment After Closing. If final bills are not available or prorations cannot be issued prior to made at the Closing for any item being prorated under this ArticleSection 2.5 (other than Real Estate Taxes, which shall be adjusted and reconciled in accordance with Section 2.5(c) above and which shall not be subject to this Section 2.5(h)), then Purchaser Buyers and Seller shall re-prorate Sellers agree to allocate such items on a fair and equitable basis on as soon as invoices or before bills are available and applicable reconciliation with tenants have been completed, with final adjustment to be made as soon as reasonably possible after the Closing (but in no event later of than one hundred twenty (x) ninety (90) days after Closing or (y) thirty (30120) days after the date Closing, except that Seller reprorations of expenses and Purchaser are able charges subject to determine 2021 calendar year property taxes, which proration a yearend reconciliation shall be based on 100% of the assessed value; provided, however, if Purchaser elects to contest the property taxes for calendar year 2021, there shall be a final re-proration made within thirty (30) days of following receipt of the final 2021 calendar actual xxxx for the year property taxes. Such final re-proration shall be based in which Closing occurs for each Property), to the effect that income and expenses are received and paid by the parties on 100% an accrual basis with respect to their period of the final tax bills following the resolution of any such appeal. Purchaser shall promptly notify Seller of its election to appeal the calendar year 2021 real estate taxes and shall keep Seller reasonably informed of the progress of any appeal, including the final resolutionownership. Payments in connection with the final adjustment will shall be due within ten no later than thirty (1030) business days of noticeafter the 120-day period referenced above. Purchaser and Seller agree to cooperate and to Buyer shall use commercially reasonable efforts to complete such adjustments in accordance cooperate with times set forth in this Section 11.7. In addition, if any error in either Sellers and provide Sellers with supporting documentation to confirm the calculations or amount of final figures used in a closing adjustment is discovered within sixty (60) days after Closing, Purchaser and Seller agree to correct such error promptly upon notice from the other party and to use commercially reasonable efforts to complete such adjustment within such sixty (60) day period after Closing. For the avoidance of doubt, except with respect to (x) 2021 calendar year property taxes and (y) deferred rent from tenants under Leases which relates to prorations for a period prior to the Closing Date and is received by Purchaser after Closing, all other proration, reconciliation, reproration and settlement obligations of Purchaser and Seller under this Section 11.7 shall terminate and be of no further force or effect from and after the date that is ninety one hundred twenty (90120) days after the Closing Date. This Section 11.7 other than with respect to expenses requiring yearend reconciliation which obligation shall survive for one (1) year after the Closing. Notwithstanding anything to the contrary stated in this Section 2.5, except for adjustments relating to Real Estate Taxes (which shall be governed by the terms of Section 2.5(c) rather than this Section 2.5(h)), and except for any post-Closing prorations determined and paid within one hundred twenty (120) days or one (1) year after the Closing as set forth above, all prorations made under this Section 2.5 shall be final as of the Closing and shall not be subject to further adjustment after the delivery of the Deed for the time periods set forth in this Section 11.7. Notwithstanding the foregoing, if Closing occurs in 2022, reconciliations under this Section 11.7 shall occur with respect to calendar year 2022 instead of calendar year 2021Closing.

Final Adjustment After Closing. If final bills are not available or cannot be issued prior to Closing for any item being prorated under this Article, then Purchaser and Seller shall re-prorate such items on a fair and equitable basis on or before the later of (x) ninety (90) days after Closing or (y) thirty (30) days after the date that Seller and Purchaser are able to determine 2021 calendar year property taxes, which proration shall be based on 100% of the assessed value; provided, however, if Purchaser elects to contest the property taxes for calendar year 2021, there shall be a final re-proration within thirty (30) days of receipt of the final 2021 calendar year property taxes. Such final re-proration shall be based on 100% of the final tax bills following the resolution of any such appeal. Purchaser shall promptly notify Seller of its election to appeal the calendar year 2021 real estate taxes and shall keep Seller reasonably informed of the progress of any appeal, including the final resolution. Payments in connection with the final adjustment will be due within ten (10) business days of notice. Purchaser and Seller agree to cooperate and to use commercially reasonable efforts to complete such adjustments in accordance with times set forth in this Section 11.7. In addition, if any error in either the calculations or amount of final figures used in a closing adjustment is discovered within sixty (60) days after Closing, Purchaser and Seller agree to correct such error promptly upon notice from the other party and to use commercially reasonable efforts to complete such adjustment within such sixty (60) day period after Closing. For the avoidance of doubt, except with respect to (x) 2021 calendar year property taxes and (y) deferred rent from tenants under Leases which relates to a period prior to the Closing Date and is received by Purchaser after Closing, all other proration, reconciliation, reproration and settlement obligations of Purchaser and Seller under this Section 11.7 shall terminate and be of no further force or effect from and after the date that is ninety (90) days after the Closing Date. This Section 11.7 shall survive the Closing and the delivery of the Deed for the time periods set forth in this Section 11.7. Notwithstanding the foregoing, if Closing occurs in 2022, reconciliations under this Section 11.7 shall occur with respect to calendar year 2022 instead of calendar year 2021.

Final Adjustment After Closing. If final bills are not available or prorations cannot be issued prior to Closing made at the Close of Escrow for any item being prorated under this ArticleSection 10, then Purchaser then, provided either Buyer or Seller identify any such proration (“Post Closing Proration”) in writing before the Close of Escrow, Buyer and Seller shall re-prorate agree to allocate such items on a fair and equitable basis on as soon as invoices or before the later of (x) ninety (90) days after Closing or (y) thirty (30) days bills are available and applicable reconciliation with tenants have been completed, with final adjustment to be made as soon as reasonably possible after the date Close of Escrow (but in no event later than May 1, 2020, except that Seller and Purchaser are able adjustments arising from any tax protest under Section 10.3 or arising from Percentage Rents under Section 10.8 shall not be subject to determine 2021 calendar year property taxessuch limitation, which proration but shall be based made as soon as reasonably possible), to the effect that income and expenses are received and paid by the parties on 100% an accrual basis with respect to their period of the assessed value; provided, however, if Purchaser elects to contest the property taxes for calendar year 2021, there shall be a final re-proration within thirty (30) days of receipt of the final 2021 calendar year property taxes. Such final re-proration shall be based on 100% of the final tax bills following the resolution of any such appeal. Purchaser shall promptly notify Seller of its election to appeal the calendar year 2021 real estate taxes and shall keep Seller reasonably informed of the progress of any appeal, including the final resolutionownership. Payments in connection with the final adjustment will shall be due within ten no later than May 1, 2020, except that adjustments arising from any tax protest under Section 10.3 or arising from Percentage Rents under Section 10.8 shall not be subject to such limitation, but shall be made as soon as reasonably possible. Seller shall have reasonable access to, and the right to inspect and audit, Buyer’s books to confirm the final prorations for a period of one (101) business days year after the Close of noticeEscrow. Purchaser and Seller agree Notwithstanding anything to cooperate and to use commercially reasonable efforts to complete such adjustments in accordance with times set forth the contrary stated in this Section 11.7. In addition, if any error in either the calculations or amount of final figures used in a closing adjustment is discovered within sixty (60) days after Closing, Purchaser and Seller agree to correct such error promptly upon notice from the other party and to use commercially reasonable efforts to complete such adjustment within such sixty (60) day period after Closing. For the avoidance of doubt10, except with respect to for any reconciliation arising out of a tax protest under Section 10.3 hereof or arising from Percentage Rents under Section 10.8, and except for any Post Closing Prorations (x) 2021 calendar year property taxes which must be determined and (y) deferred rent from tenants under Leases which relates to a period prior to the Closing Date and is received paid by Purchaser after Closingno later than May 1, 2020), all other proration, reconciliation, reproration and settlement obligations of Purchaser and Seller prorations made under this Section 11.7 10 shall terminate be final as of the Close of Escrow and shall not be of no subject to further force adjustment (whether due to an error or effect from and for any other reason) after the date that is ninety (90) days after the Closing Date. This Section 11.7 shall survive the Closing and the delivery Close of the Deed for the time periods set forth in this Section 11.7. Notwithstanding the foregoing, if Closing occurs in 2022, reconciliations under this Section 11.7 shall occur with respect to calendar year 2022 instead of calendar year 2021Escrow.

Final Adjustment After Closing. If final bills are not available or prorations cannot be issued prior to Closing made at the Close of Escrow for any item being prorated under this ArticleSection 10, then Purchaser then, provided Buyer or Seller identify any such proration ("POST CLOSING PRORATION") in writing before the Close of Escrow, Buyer and Seller shall re-prorate agree to allocate such items on a fair and equitable basis on as soon as invoices or before bills are available and applicable reconciliation with tenants have been completed, with final adjustment to be made as soon as reasonably possible after the Close of Escrow (but in no event later of than forty-five (x) ninety (90) days after Closing or (y) thirty (3045) days after the date Close of Escrow, except that Seller and Purchaser are able adjustments arising from any tax protest under Section 10.3 hereof shall not be subject to determine 2021 calendar year property taxessuch 45 day limitation, which proration but shall be based made as soon as reasonably possible), to the effect that income and expenses are received and paid by the parties on 100% an accrual basis with respect to their period of the assessed value; provided, however, if Purchaser elects to contest the property taxes for calendar year 2021, there shall be a final re-proration within thirty (30) days of receipt of the final 2021 calendar year property taxes. Such final re-proration shall be based on 100% of the final tax bills following the resolution of any such appeal. Purchaser shall promptly notify Seller of its election to appeal the calendar year 2021 real estate taxes and shall keep Seller reasonably informed of the progress of any appeal, including the final resolutionownership. Payments in connection with the final adjustment will shall be due within ten no later than forty-five (10) business days of notice. Purchaser and Seller agree to cooperate and to use commercially reasonable efforts to complete such adjustments in accordance with times set forth in this Section 11.7. In addition, if any error in either the calculations or amount of final figures used in a closing adjustment is discovered within sixty (60) days after Closing, Purchaser and Seller agree to correct such error promptly upon notice from the other party and to use commercially reasonable efforts to complete such adjustment within such sixty (60) day period after Closing. For the avoidance of doubt, except with respect to (x) 2021 calendar year property taxes and (y) deferred rent from tenants under Leases which relates to a period prior to the Closing Date and is received by Purchaser after Closing, all other proration, reconciliation, reproration and settlement obligations of Purchaser and Seller under this Section 11.7 shall terminate and be of no further force or effect from and after the date that is ninety (9045) days after the Closing DateClose of Escrow, except that adjustments arising from any tax protest under Section 10.3 hereof shall not be subject to such 45-day limitation, but shall be made as soon as reasonably possible. This Section 11.7 Seller shall survive the Closing have reasonable access to, and the delivery right to inspect and audit, Buyer's books to confirm the final prorations for a period of one (1) year after the Deed for Close of Escrow. Notwithstanding anything to the time periods set forth contrary stated in this Section 11.7. Notwithstanding 10, except for any reconciliation arising out of a tax protest under Section 10.3 hereof and except for any Post Closing Prorations (which must be determined and paid within forty-five (45) days after the foregoingClose of Escrow), if Closing occurs in 2022, reconciliations all prorations made under this Section 11.7 10 shall occur with respect be final as of the Close of Escrow and shall not be subject to calendar year 2022 instead further adjustment (whether due to an error or for any other reason) after the Close of calendar year 2021Escrow.

Final Adjustment After Closing. If final bills are not available or prorations cannot be issued prior to Closing made at the Close of Escrow for any item being prorated under this ArticleSection 10, then Purchaser then, provided Buyer and Seller shall re-prorate both identify any such proration (“Post Closing Proration”) in writing before the Close of Escrow, Buyer and Seller agree to allocate such items on a fair and equitable basis on as soon as invoices or before bills are available and applicable reconciliation with tenants have been completed, with final adjustment to be made as soon as reasonably possible after the Close of Escrow (but in no event later of (x) than ninety (90) days after Closing or (y) thirty (30) days after the date Close of Escrow, except that Seller and Purchaser are able adjustments arising from Operating Costs under Section 10.2 hereof shall not be subject to determine 2021 calendar year property taxessuch 90-day limitation, which proration but shall be based on 100% of the assessed value; provided, however, if Purchaser elects to contest the property taxes for calendar year 2021, there shall be a final re-proration within thirty (30) days of receipt of the final 2021 calendar year property taxes. Such final re-proration shall be based on 100% of the final tax bills following the resolution of any such appeal. Purchaser shall promptly notify Seller of its election to appeal the calendar year 2021 real estate taxes and shall keep Seller made as soon as reasonably informed of the progress of any appeal, including the final resolutionpossible). Payments in connection with the final adjustment will shall be due within ten (10) business days of notice. Purchaser and Seller agree to cooperate and to use commercially reasonable efforts to complete such adjustments in accordance with times set forth in this Section 11.7. In addition, if any error in either the calculations or amount of final figures used in a closing adjustment is discovered within sixty (60) days after Closing, Purchaser and Seller agree to correct such error promptly upon notice from the other party and to use commercially reasonable efforts to complete such adjustment within such sixty (60) day period after Closing. For the avoidance of doubt, except with respect to (x) 2021 calendar year property taxes and (y) deferred rent from tenants under Leases which relates to a period prior to the Closing Date and is received by Purchaser after Closing, all other proration, reconciliation, reproration and settlement obligations of Purchaser and Seller under this Section 11.7 shall terminate and be of no further force or effect from and after the date that is later than ninety (90) days after the Closing DateClose of Escrow, except that adjustments arising from Operating Costs under Section 10.2 hereof shall not be subject to such 90-day limitation, but shall be made as soon as reasonably possible. This Section 11.7 Seller shall survive the Closing have reasonable access to, and the delivery right to inspect and audit, Xxxxx’s books, applicable to a specific contested proration, to confirm the final prorations for a period of one (1) year after the Close of Escrow. Notwithstanding anything to the contrary stated in this Article 10, except for any reconciliation arising out of Operating Costs under Section 10.2 hereof, and except for any Post Closing Prorations (which must be determined and paid within ninety (90) days after the Close of Escrow), all prorations made under this Article 10 shall be final as of the Deed Close of Escrow and shall not be subject to further adjustment (whether due to an error or for any other reason) after the time periods set forth in this Section 11.7. Notwithstanding the foregoing, if Closing occurs in 2022, reconciliations under this Section 11.7 shall occur with respect to calendar year 2022 instead Close of calendar year 2021Escrow.

Final Adjustment After Closing. If final bills are not available or prorations cannot be issued prior to Closing made at the Close of Escrow for any item being prorated under this ArticleSection 10 (other than Real Estate Taxes), then Purchaser then, provided either Buyer or Seller identifies any such proration (“Post-Closing Proration”) in writing before the Close of Escrow (and for purposes of this Section 10.9, Seller and Buyer have agreed that Operating Costs under Section 10.2, and Percentage Rents under Section 10.8 shall constitute Post-Closing Prorations), Buyer and Seller shall re-prorate agree to allocate such items on a fair and equitable basis on as soon as invoices or before the later of (x) ninety (90) days after Closing or (y) thirty (30) days bills are available and applicable reconciliation with tenants have been completed, with final adjustment to be made as soon as reasonably possible after the date Close of Escrow (but in no event later than six (6) months after the Close of Escrow, except that Seller and Purchaser are able adjustments arising from Operating Costs under Section 10.2 or from Percentage Rents under Section 10.8 hereof shall not be subject to determine 2021 calendar year property taxessuch six-month limitation, which proration but shall be based made as soon as reasonably possible, to the effect that income and expenses are received and paid by the parties on 100% an accrual basis with respect to their period of ownership. Notwithstanding anything to the assessed value; provided, however, if Purchaser elects to contest the property taxes for calendar year 2021, there shall be a final re-proration within thirty (30) days of receipt of the final 2021 calendar year property taxes. Such final re-proration shall be based on 100% of the final tax bills following the resolution of any such appeal. Purchaser shall promptly notify Seller of its election to appeal the calendar year 2021 real estate taxes and shall keep Seller reasonably informed of the progress of any appeal, including the final resolution. Payments in connection with the final adjustment will be due within ten (10) business days of notice. Purchaser and Seller agree to cooperate and to use commercially reasonable efforts to complete such adjustments in accordance with times set forth contrary stated in this Section 11.7. In addition, if any error in either the calculations or amount of final figures used in a closing adjustment is discovered within sixty (60) days after Closing, Purchaser and Seller agree to correct such error promptly upon notice from the other party and to use commercially reasonable efforts to complete such adjustment within such sixty (60) day period after Closing. For the avoidance of doubt10, except with respect to for any Post-Closing Prorations (x) 2021 calendar year property taxes which must be determined and (y) deferred rent from tenants under Leases which relates to a period prior to the Closing Date and is received by Purchaser after Closing, all other proration, reconciliation, reproration and settlement obligations of Purchaser and Seller under this Section 11.7 shall terminate and be of no further force or effect from and after the date that is ninety (90) days after the Closing Date. This Section 11.7 shall survive the Closing and the delivery of the Deed for paid within the time periods set forth above), all prorations made under this Section 10 shall be final as of the Close of Escrow and shall not be subject to further adjustment (whether due to an error or for any other reason) after the Close of Escrow. Any amounts that may be due Seller as a result of any Post-Closing Proration shall, as to Operating Costs under Section 10.2, be paid by Buyer to Seller within ten business days after the annual reconciliation statements are sent to the tenants by Buyer (to the extent not previously credited at Closing as provided in this Section 11.7. Notwithstanding 10), and as to any other Post-Closing Proration, within ten business days after final determination of the foregoing, if proration in question; and any amounts that may be due from Seller as a result of such Post-Closing occurs Prorations shall be paid by Seller to Buyer within ten business days after written request therefor is delivered to Seller by Buyer accompanied by supporting statements and documents reasonably satisfactory to Seller (to the extent not previously credited at Closing as provided in 2022, reconciliations under this Section 11.7 shall occur with respect to calendar year 2022 instead of calendar year 202110).

Final Adjustment After Closing. If final bills are not available or prorations cannot be issued prior to Closing made at the Close of Escrow for any item being prorated under this ArticleSection 10, then Purchaser then, provided Buyer and Seller shall re-prorate both identify any such proration (“Post Closing Proration”) in writing before the Close of Escrow, Buyer and Seller agree to allocate such items on a fair and equitable basis on as soon as invoices or before bills are available and applicable reconciliation with tenants have been completed, with final adjustment to be made as soon as reasonably possible after the Close of Escrow (but in no event later of (x) than ninety (90) days after Closing the Close of Escrow, except that adjustments arising from any tax protest under Section 10.3 or (y) thirty (30) days after the date that Seller and Purchaser are able from Percentage Rents under Section 10.8 hereof shall not be subject to determine 2021 calendar year property taxessuch 90-day limitation, which proration but shall be based made as soon as reasonably possible), to the effect that income and expenses are received and paid by the parties on 100% an accrual basis with respect to their period of the assessed value; provided, however, if Purchaser elects to contest the property taxes for calendar year 2021, there shall be a final re-proration within thirty (30) days of receipt of the final 2021 calendar year property taxes. Such final re-proration shall be based on 100% of the final tax bills following the resolution of any such appeal. Purchaser shall promptly notify Seller of its election to appeal the calendar year 2021 real estate taxes and shall keep Seller reasonably informed of the progress of any appeal, including the final resolutionownership. Payments in connection with the final adjustment will shall be due within ten (10) business days of notice. Purchaser and Seller agree to cooperate and to use commercially reasonable efforts to complete such adjustments in accordance with times set forth in this Section 11.7. In addition, if any error in either the calculations or amount of final figures used in a closing adjustment is discovered within sixty (60) days after Closing, Purchaser and Seller agree to correct such error promptly upon notice from the other party and to use commercially reasonable efforts to complete such adjustment within such sixty (60) day period after Closing. For the avoidance of doubt, except with respect to (x) 2021 calendar year property taxes and (y) deferred rent from tenants under Leases which relates to a period prior to the Closing Date and is received by Purchaser after Closing, all other proration, reconciliation, reproration and settlement obligations of Purchaser and Seller under this Section 11.7 shall terminate and be of no further force or effect from and after the date that is later than ninety (90) days after the Closing DateClose of Escrow, except that adjustments arising from any tax protest under Section 10.3 or relating to Percentage Rents under Section 10.8 hereof shall not be subject to such 90-day limitation, but shall be made as soon as reasonably possible. This Section 11.7 Seller shall survive the Closing have reasonable access to, and the delivery right to inspect and audit, Buyer’s books to confirm the final prorations for a period of one (1) year after the Deed for Close of Escrow, at no additional cost or expense to Buyer. Notwithstanding anything to the time periods set forth contrary stated in this Section 11.7. Notwithstanding 10, except for any reconciliation arising out of a tax protest under Section 10.3 hereof, or arising out of Percentage Rents under Section 10.8 hereof, and except for any Post Closing Prorations (which must be determined and paid within ninety (90) days after the foregoingClose of Escrow), if Closing occurs in 2022, reconciliations all prorations made under this Section 11.7 10 shall occur with respect be final as of the Close of Escrow and shall not be subject to calendar year 2022 instead further adjustment (whether due to an error or for any other reason) after the Close of calendar year 2021Escrow.

Final Adjustment After Closing. If final bills are not available or prorations cannot be issued prior to Closing made at the Close of Escrow for any item being prorated under this ArticleSection 10, then Purchaser then, provided Buyer and Seller shall re-prorate both identify any such proration (“Post Closing Proration”) in writing before the Close of Escrow, Buyer and Seller agree to allocate such items on a fair and equitable basis on as soon as invoices or before bills are available and applicable reconciliation with tenants have been completed, with final adjustment to be made as soon as reasonably possible after the Close of Escrow (but in no event later of (x) than ninety (90) days after Closing the Close of Escrow, except that adjustments arising from any tax protest under Section 10.3 or (y) thirty (30) days after the date that Seller and Purchaser are able from Percentage Rents under Section 10.8 hereof shall not be subject to determine 2021 calendar year property taxessuch 90-day limitation, which proration but shall be based made as soon as reasonably possible), to the effect that income and expenses are received and paid by the parties on 100% an accrual basis with respect to their period of the assessed value; provided, however, if Purchaser elects to contest the property taxes for calendar year 2021, there shall be a final re-proration within thirty (30) days of receipt of the final 2021 calendar year property taxes. Such final re-proration shall be based on 100% of the final tax bills following the resolution of any such appeal. Purchaser shall promptly notify Seller of its election to appeal the calendar year 2021 real estate taxes and shall keep Seller reasonably informed of the progress of any appeal, including the final resolutionownership. Payments in connection with the final adjustment will shall be due within ten (10) business days of notice. Purchaser and Seller agree to cooperate and to use commercially reasonable efforts to complete such adjustments in accordance with times set forth in this Section 11.7. In addition, if any error in either the calculations or amount of final figures used in a closing adjustment is discovered within sixty (60) days after Closing, Purchaser and Seller agree to correct such error promptly upon notice from the other party and to use commercially reasonable efforts to complete such adjustment within such sixty (60) day period after Closing. For the avoidance of doubt, except with respect to (x) 2021 calendar year property taxes and (y) deferred rent from tenants under Leases which relates to a period prior to the Closing Date and is received by Purchaser after Closing, all other proration, reconciliation, reproration and settlement obligations of Purchaser and Seller under this Section 11.7 shall terminate and be of no further force or effect from and after the date that is later than ninety (90) days after the Closing DateClose of Escrow, except that adjustments arising from any tax protest under Section 10.3 or relating to Percentage Rents under Section 10.8 hereof shall not be subject to such 90-day limitation, but shall be made as soon as reasonably possible. This Section 11.7 With prior written notice, Seller shall survive the Closing be granted reasonable access to, and the delivery right to inspect and audit, Buyer’s books to confirm the final prorations for a period of one (1) year after the Deed for Close of Escrow. Notwithstanding anything to the time periods set forth contrary stated in this Section 11.7. Notwithstanding 10, except for any reconciliation arising out of a tax protest under Section 10.3 hereof, or arising out of Percentage Rents under Section 10.8 hereof, and except for any Post Closing Prorations (which must be determined and paid within ninety (90) days after the foregoingClose of Escrow), if Closing occurs in 2022, reconciliations all prorations made under this Section 11.7 10 shall occur with respect be final as of the Close of Escrow and shall not be subject to calendar year 2022 instead further adjustment (whether due to an error or for any other reason) after the Close of calendar year 2021Escrow.

Final Adjustment After Closing. If final bills are not available or prorations cannot be issued prior to Closing made at the Close of Escrow for any item being prorated under this ArticleSection 10, then Purchaser then, provided Buyer and Seller shall re-prorate identify any such proration (“Post Closing Proration”) in writing before the Close of Escrow, Buyer and Seller agree to allocate such items on a fair and equitable basis on as soon as invoices or before bills are available and applicable reconciliation with tenants have been completed, with final adjustment to be made as soon as reasonably possible after the Close of Escrow (but in no event later of (x) than ninety (90) days after Closing or (y) thirty (30) days after the date Close of Escrow, except that Seller and Purchaser are able adjustments arising from any tax protest under Section 10.3 shall not be subject to determine 2021 calendar year property taxessuch 90‑day limitation, which proration but shall be based made as soon as reasonably possible), to the effect that income and expenses are received and paid by the parties on 100% an accrual basis with respect to their period of the assessed value; provided, however, if Purchaser elects to contest the property taxes for calendar year 2021, there shall be a final re-proration within thirty (30) days of receipt of the final 2021 calendar year property taxes. Such final re-proration shall be based on 100% of the final tax bills following the resolution of any such appeal. Purchaser shall promptly notify Seller of its election to appeal the calendar year 2021 real estate taxes and shall keep Seller reasonably informed of the progress of any appeal, including the final resolutionownership. Payments in connection with the final adjustment will shall be due within ten (10) business days of notice. Purchaser and Seller agree to cooperate and to use commercially reasonable efforts to complete such adjustments in accordance with times set forth in this Section 11.7. In addition, if any error in either the calculations or amount of final figures used in a closing adjustment is discovered within sixty (60) days after Closing, Purchaser and Seller agree to correct such error promptly upon notice from the other party and to use commercially reasonable efforts to complete such adjustment within such sixty (60) day period after Closing. For the avoidance of doubt, except with respect to (x) 2021 calendar year property taxes and (y) deferred rent from tenants under Leases which relates to a period prior to the Closing Date and is received by Purchaser after Closing, all other proration, reconciliation, reproration and settlement obligations of Purchaser and Seller under this Section 11.7 shall terminate and be of no further force or effect from and after the date that is later than ninety (90) days after the Closing DateClose of Escrow, except that adjustments arising from any tax protest under Section 10.3 shall not be subject to such 90‑day limitation, but shall be made as soon as reasonably possible. This Section 11.7 Seller shall survive the Closing have reasonable access to, and the delivery right to inspect and audit, Buyer’s books to confirm the final prorations for a period of one (1) year after the Deed for Close of Escrow. Notwithstanding anything to the time periods set forth contrary stated in this Section 11.7. Notwithstanding 10, except for any reconciliation arising out of a tax protest under Section 10.3 hereof, and except for any Post Closing Prorations (which must be determined and paid within ninety (90) days after the foregoingClose of Escrow), if Closing occurs in 2022, reconciliations all prorations made under this Section 11.7 10 shall occur with respect be final as of the Close of Escrow and shall not be subject to calendar year 2022 instead further adjustment (whether due to an error or for any other reason) after the Close of calendar year 2021Escrow.

Final Adjustment After Closing. If final bills are not available or prorations cannot be issued prior to Closing made at the Close of Escrow for any item being prorated under this ArticleSection 10, then Purchaser then, provided Buyer and Seller shall re-prorate both identify any such proration (“Post Closing Proration”) in writing before the Close of Escrow, Buyer and Seller agree to allocate such items on a fair and equitable basis on as soon as invoices or before bills are available and applicable reconciliation with tenants have been completed, with final adjustment to be made as soon as reasonably possible after the Close of Escrow (but in no event later of (x) than ninety (90) days after Closing or (y) thirty (30) days after the date Close of Escrow, except that Seller and Purchaser are able adjustments arising from Percentage Rents under Section 10.8 hereof shall not be subject to determine 2021 calendar year property taxessuch 90-day limitation, which proration but shall be based made as soon as reasonably possible), to the effect that income and expenses are received and paid by the parties on 100% an accrual basis with respect to their period of the assessed value; provided, however, if Purchaser elects to contest the property taxes for calendar year 2021, there shall be a final re-proration within thirty (30) days of receipt of the final 2021 calendar year property taxes. Such final re-proration shall be based on 100% of the final tax bills following the resolution of any such appeal. Purchaser shall promptly notify Seller of its election to appeal the calendar year 2021 real estate taxes and shall keep Seller reasonably informed of the progress of any appeal, including the final resolutionownership. Payments in connection with the final adjustment will shall be due within ten (10) business days of notice. Purchaser and Seller agree to cooperate and to use commercially reasonable efforts to complete such adjustments in accordance with times set forth in this Section 11.7. In addition, if any error in either the calculations or amount of final figures used in a closing adjustment is discovered within sixty (60) days after Closing, Purchaser and Seller agree to correct such error promptly upon notice from the other party and to use commercially reasonable efforts to complete such adjustment within such sixty (60) day period after Closing. For the avoidance of doubt, except with respect to (x) 2021 calendar year property taxes and (y) deferred rent from tenants under Leases which relates to a period prior to the Closing Date and is received by Purchaser after Closing, all other proration, reconciliation, reproration and settlement obligations of Purchaser and Seller under this Section 11.7 shall terminate and be of no further force or effect from and after the date that is later than ninety (90) days after the Closing DateClose of Escrow, except that adjustments relating to Percentage Rents under Section 10.8 hereof shall not be subject to such 90-day limitation, but shall be made as soon as reasonably possible. This Section 11.7 Seller, at Seller’s sole cost and expense, shall survive the Closing have reasonable access to, and the delivery right, at reasonable times and on reasonable prior notice, to inspect and audit, Property Owners’ books to confirm the final prorations for a period of one hundred eighty (180) days after the Deed for Close of Escrow. Notwithstanding anything to the time periods set forth contrary stated in this Section 11.7. Notwithstanding 10, except for any reconciliation arising out of Percentage Rents under Section 10.8 hereof, and except for any Post Closing Prorations (which must be determined and paid within ninety (90) days after the foregoingClose of Escrow), if Closing occurs in 2022, reconciliations all prorations made under this Section 11.7 10 shall occur with respect be final as of the Close of Escrow and shall not be subject to calendar year 2022 instead further adjustment (whether due to an error or for any other reason) after the Close of calendar year 2021Escrow.

Final Adjustment After Closing. If final bills are not available or prorations cannot be issued prior to made at the Closing for any item being prorated under this ArticleSection 2.5, then Purchaser Buyers and Seller shall re-prorate Sellers agree to allocate such items on a fair and equitable basis on as soon as invoices or before bills are available and applicable reconciliation with tenants have been completed, with final adjustment to be made as soon as reasonably possible after the Closing (but in no event later of than one hundred twenty (x) ninety (90) days after Closing or (y) thirty (30120) days after the date Closing, except that Seller and Purchaser are able adjustments arising from any tax protest under Section 2.5(c) shall not be subject to determine 2021 calendar year property taxessuch 120-day limitation, which proration but shall be based on 100% made as soon as reasonably possible, and further except that reprorations of the assessed value; provided, however, if Purchaser elects taxes and other expenses and charges subject to contest the property taxes for calendar year 2021, there a yearend reconciliation shall be a final re-proration made within thirty (30) days of following receipt of the final 2021 calendar actual xxxx for the year property taxes. Such final re-proration shall be based in which Closing occurs for each Property), to the effect that income and expenses are received and paid by the parties on 100% an accrual basis with respect to their period of the final tax bills following the resolution of any such appeal. Purchaser shall promptly notify Seller of its election to appeal the calendar year 2021 real estate taxes and shall keep Seller reasonably informed of the progress of any appeal, including the final resolutionownership. Payments in connection with the final adjustment will shall be due within ten no later than thirty (1030) business days of noticeafter the 120-day period referenced above, except that adjustments arising from any tax protest under Section 2.5(c) hereof or as otherwise set forth in the preceding sentence shall not be subject to such 120 day limitation, but shall be made as soon as reasonably possible. Purchaser and Seller agree to cooperate and to Buyer shall use commercially reasonable efforts to complete such adjustments in accordance cooperate with times set forth in this Section 11.7. In addition, if any error in either Sellers and provide Sellers with supporting documentation to confirm the calculations or amount of final figures used in a closing adjustment is discovered within sixty (60) days after Closing, Purchaser and Seller agree to correct such error promptly upon notice from the other party and to use commercially reasonable efforts to complete such adjustment within such sixty (60) day period after Closing. For the avoidance of doubt, except with respect to (x) 2021 calendar year property taxes and (y) deferred rent from tenants under Leases which relates to prorations for a period prior to the Closing Date and is received by Purchaser after Closing, all other proration, reconciliation, reproration and settlement obligations of Purchaser and Seller under this Section 11.7 shall terminate and be of no further force or effect from and after the date that is ninety one hundred twenty (90120) days after the Closing Date. This Section 11.7 other than with respect to taxes and other expenses requiring yearend reconciliation which obligation shall survive for one (1) year after the Closing. Notwithstanding anything to the contrary stated in this Section 2.5, except for adjustments arising from any tax protest under Section 2.5(c), and except for any post-Closing prorations determined and paid within one hundred twenty (120) days or one (1) year after the Closing as set forth above, all prorations made under this Section 2.5 shall be final as of the Closing and shall not be subject to further adjustment after the delivery of the Deed for the time periods set forth in this Section 11.7. Notwithstanding the foregoing, if Closing occurs in 2022, reconciliations under this Section 11.7 shall occur with respect to calendar year 2022 instead of calendar year 2021Closing.

Final Adjustment After Closing. If final bills are not available or prorations cannot be issued prior to Closing made at the Close of Escrow for any item being prorated under this ArticleSection 10, then Purchaser then, provided Buyer and Seller shall re-prorate identify any such proration (“Post Closing Proration”) in writing before the Close of Escrow, Buyer and Seller agree to allocate such items on a fair and equitable basis on as soon as invoices or before bills are available and applicable reconciliation with tenants have been completed, with final adjustment to be made as soon as reasonably possible after the Close of Escrow (but in no event later of (x) than ninety (90) days after Closing the Close of Escrow, except that adjustments arising from any tax protest under Section 10.3 or (y) thirty (30) days after the date that Seller and Purchaser are able from Percentage Rents under Section 10.8 hereof shall not be subject to determine 2021 calendar year property taxessuch 90‑day limitation, which proration but shall be based made as soon as reasonably possible), to the effect that income and expenses are received and paid by the parties on 100% an accrual basis with respect to their period of the assessed value; provided, however, if Purchaser elects to contest the property taxes for calendar year 2021, there shall be a final re-proration within thirty (30) days of receipt of the final 2021 calendar year property taxes. Such final re-proration shall be based on 100% of the final tax bills following the resolution of any such appeal. Purchaser shall promptly notify Seller of its election to appeal the calendar year 2021 real estate taxes and shall keep Seller reasonably informed of the progress of any appeal, including the final resolutionownership. Payments in connection with the final adjustment will shall be due within ten (10) business days of notice. Purchaser and Seller agree to cooperate and to use commercially reasonable efforts to complete such adjustments in accordance with times set forth in this Section 11.7. In addition, if any error in either the calculations or amount of final figures used in a closing adjustment is discovered within sixty (60) days after Closing, Purchaser and Seller agree to correct such error promptly upon notice from the other party and to use commercially reasonable efforts to complete such adjustment within such sixty (60) day period after Closing. For the avoidance of doubt, except with respect to (x) 2021 calendar year property taxes and (y) deferred rent from tenants under Leases which relates to a period prior to the Closing Date and is received by Purchaser after Closing, all other proration, reconciliation, reproration and settlement obligations of Purchaser and Seller under this Section 11.7 shall terminate and be of no further force or effect from and after the date that is later than ninety (90) days after the Closing DateClose of Escrow, except that adjustments arising from any tax protest under Section 10.3 or relating to Percentage Rents under Section 10.8 hereof shall not be subject to such 90‑day limitation, but shall be made as soon as reasonably possible. This Section 11.7 Seller shall survive the Closing have reasonable access to, and the delivery right to inspect and audit, Buyer’s books to confirm the final prorations for a period of one (1) year after the Deed for Close of Escrow. Notwithstanding anything to the time periods set forth contrary stated in this Section 11.7. Notwithstanding 10, except for any reconciliation arising out of a tax protest under Section 10.3 hereof, or arising out of Percentage Rents under Section 10.8 hereof, and except for any Post Closing Prorations (which must be determined and paid within ninety (90) days after the foregoingClose of Escrow), if Closing occurs in 2022, reconciliations all prorations made under this Section 11.7 10 shall occur with respect be final as of the Close of Escrow and shall not be subject to calendar year 2022 instead further adjustment (whether due to an error or for any other reason) after the Close of calendar year 2021Escrow.

Final Adjustment After Closing. If final bills are not available or prorations cannot be issued prior to Closing made at the Close of Escrow for any item being prorated under this ArticleSection 10, then Purchaser then, provided Buyer or Seller identify any such proration (“Post Closing Proration”) in writing before the Close of Escrow, Buyer and Seller shall re-prorate agree to allocate such items on a fair and equitable basis on as soon as invoices or before bills are available and applicable reconciliation with tenants have been completed, with final adjustment to be made as soon as reasonably possible after the Close of Escrow (but in no event later of (x) than ninety (90) days after Closing the Close of Escrow, except that adjustments arising from any tax protest under Section 10.3 or (y) thirty (30) days after the date that Seller and Purchaser are able from Percentage Rents under Section 10.8 hereof shall not be subject to determine 2021 calendar year property taxessuch 90 day limitation, which proration but shall be based made as soon as reasonably possible), to the effect that income and expenses are received and paid by the parties on 100% an accrual basis with respect to their period of the assessed value; provided, however, if Purchaser elects to contest the property taxes for calendar year 2021, there shall be a final re-proration within thirty (30) days of receipt of the final 2021 calendar year property taxes. Such final re-proration shall be based on 100% of the final tax bills following the resolution of any such appeal. Purchaser shall promptly notify Seller of its election to appeal the calendar year 2021 real estate taxes and shall keep Seller reasonably informed of the progress of any appeal, including the final resolutionownership. Payments in connection with the final adjustment will shall be due within ten (10) business days of notice. Purchaser and Seller agree to cooperate and to use commercially reasonable efforts to complete such adjustments in accordance with times set forth in this Section 11.7. In addition, if any error in either the calculations or amount of final figures used in a closing adjustment is discovered within sixty (60) days after Closing, Purchaser and Seller agree to correct such error promptly upon notice from the other party and to use commercially reasonable efforts to complete such adjustment within such sixty (60) day period after Closing. For the avoidance of doubt, except with respect to (x) 2021 calendar year property taxes and (y) deferred rent from tenants under Leases which relates to a period prior to the Closing Date and is received by Purchaser after Closing, all other proration, reconciliation, reproration and settlement obligations of Purchaser and Seller under this Section 11.7 shall terminate and be of no further force or effect from and after the date that is later than ninety (90) days after the Closing DateClose of Escrow, except that adjustments arising from any tax protest under Section 10.3 or relating to Percentage Rents under Section 10.8 hereof shall not be subject to such 90 day limitation, but shall be made as soon as reasonably possible. This Section 11.7 Seller shall survive the Closing have reasonable access to, and the delivery right to inspect and audit, Buyer’s books to confirm the final prorations for a period of one (1) year after the Deed for Close of Escrow. Notwithstanding anything to the time periods set forth contrary stated in this Section 11.7. Notwithstanding 10, except for any reconciliation arising out of a tax protest under Section 10.3 hereof, or arising out of Percentage Rents under Section 10.8 hereof, and except for any Post Closing Prorations (which must be determined and paid within ninety (90) days after the foregoingClose of Escrow), if Closing occurs in 2022, reconciliations all prorations made under this Section 11.7 10 shall occur with respect be final as of the Close of Escrow and shall not be subject to calendar year 2022 instead further adjustment (whether due to an error or for any other reason) after the Close of calendar year 2021Escrow.