Common use of Final Adjustment After Closing Clause in Contracts

Final Adjustment After Closing. If final prorations cannot be made at the Close of Escrow for any item being prorated under this SECTION 10, then, provided Buyer or Seller 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 as soon as invoices or bills are available and applicable reconciliation with the tenant have been completed, with final adjustment to be made as soon as reasonably possible after the Close of Escrow (but in no event later than forty-five (45) days after the Close of Escrow, except that adjustments arising from any tax protest under SECTION 10.3 or from Percentage Rents under SECTION 10.8 hereof shall not be subject to such 45 day limitation, but shall be made as soon as reasonably possible), to the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownership. Payments in connection with the final adjustment shall be due no later than forty-five (45) days after the Close 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 45 day 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 (1) year after the Close of Escrow. Notwithstanding anything to the contrary stated in this SECTION 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 forty-five (45) days after the Close of Escrow), 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.

Final Adjustment After Closing. If final prorations bills are not available or cannot be made at the Close of Escrow issued prior to Closing for any item being prorated under this SECTION 10Article, then, provided Buyer or Seller identify any such proration ("POST CLOSING PRORATION") in writing before the Close of Escrow, Buyer then Purchaser and Seller agree to allocate shall re-prorate such items on a fair and equitable basis as soon as invoices on or bills are available and applicable reconciliation with before the tenant have been completed, with final adjustment to be made as soon as reasonably possible later of (x) ninety (90) days after the Close of Escrow Closing or (but in no event later than forty-five y) thirty (4530) days after the Close of Escrowdate that Seller and Purchaser are able to determine 2021 calendar year property taxes, except that adjustments arising from any tax protest under SECTION 10.3 or from Percentage Rents under SECTION 10.8 hereof shall not be subject to such 45 day limitation, but which proration shall be made as soon as 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 possible)informed of the progress of any appeal, to including the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownershipfinal resolution. Payments in connection with the final adjustment shall 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 later than forty-five further force or effect from and after the date that is ninety (4590) days after the Close of Escrow, except that adjustments arising from any tax protest under SECTION 10.3 or relating to Percentage Rents under SECTION 10.8 hereof Closing Date. This Section 11.7 shall not be subject to such 45 day limitation, but shall be made as soon as reasonably possible. Seller shall have reasonable access to, survive the Closing and the right to inspect and audit, Buyer's books to confirm delivery of the final prorations Deed for a period of one (1) year after the Close of Escrow. Notwithstanding anything to the contrary stated time periods set forth in this SECTION 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 forty-five (45) days after the Close of Escrow), 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 EscrowSection 11.7.

Final Adjustment After Closing. If Prior to Closing, Seller shall complete partial year reconciliation with respect to CAM, Taxes and Insurance charges for the year of Closing as of July 31, 2014 (the “Preliminary CAM Reconciliation”). Subject to the post closing “true up” provided for herein, CAM shall be prorated as of the date of Closing on a lease-by-lease basis with each party being entitled to receive a portion of the CAM payable under each Tenant Lease for the CAM Lease Year in which Closing occurs, which portion shall be equal to the actual CAM incurred during the party’s respective periods of ownership of the Property during the CAM Lease Year and shall be based upon the Preliminary CAM Reconciliation. Five (5) days prior to Closing Seller shall submit to Purchaser an itemization of its actual CAM operating expenses through such date and the amount of CAM received by Seller as of such date, together with an estimate of CAM to be incurred to, but not including, the Closing, all based upon the Preliminary CAM Reconciliation. In the event that Seller has received CAM payments in excess of its actual CAM operating expenses, Seller shall pay to Purchaser (or provide Purchaser a credit against the Purchase Price) an amount equal to such excess. In the event that Seller has received CAM payments less than its actual CAM operating expenses, Purchaser shall pay to Seller an amount equal to such deficit following the final prorations cannot be made at operating expense reconciliation for CAM completed by Purchaser pursuant to the Close terms of Escrow this Agreement. Thereafter following Closing, Purchaser agrees to perform the final operating expense reconciliation adjustment for any item being prorated under this SECTION 10CAM for calendar year 2014 on or before March 31, then, provided Buyer or Seller identify any such proration ("POST CLOSING PRORATION") in writing before the Close of Escrow, Buyer 2015. Purchaser and Seller agree to allocate such items on a fair and equitable basis as soon as invoices or bills are available and applicable reconciliation with the tenant make adjustments for any CAM after reconciliations have been completedcompleted with all tenants on or before June 30, with final adjustment to be made as soon as reasonably possible after the Close of Escrow (but in no event later than forty-five (45) days after the Close of Escrow, except that adjustments arising from any tax protest under SECTION 10.3 or from Percentage Rents under SECTION 10.8 hereof shall not be subject to such 45 day limitation, but shall be made as soon as reasonably possible), to the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownership2015. Payments in connection with the final adjustment shall be due no later than forty-and payable within thirty (30) days of written notice. As used herein, the term “CAM Lease Year” means the twelve (12) month period as to which annual CAM operating expenses are owed under each Tenant Lease. Upon receipt by either party of any CAM true up payment from a tenant, the party receiving the same shall provide to the other party its allocable share of the “true up” payment within five (455) days after the Close 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 45 day 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 (1) year after the Close of Escrow. Notwithstanding anything to the contrary stated in this SECTION 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 forty-five (45) days after the Close of Escrow), 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 Escrowreceipt thereof.

Final Adjustment After Closing. If Prior to Closing, Seller shall complete partial year reconciliation with respect to CAM, Taxes and Insurance charges for the year of Closing as of April 30, 2007 (the “Preliminary CAM Reconciliation”). Subject to the post closing “true up” provided for herein, CAM shall be prorated as of the date of Closing on a lease-by-lease basis with each party being entitled to receive a portion of the CAM payable under each Lease for the CAM Lease Year in which Closing occurs, which portion shall be equal to the actual CAM incurred during the party’s respective periods of ownership of the Property during the CAM Lease Year and shall be based upon the Preliminary CAM Reconciliation. Five (5) days prior to Closing Seller shall submit to Purchaser an itemization of its actual CAM operating expenses through such date and the amount of CAM received by Seller as of such date, together with an estimate of CAM to be incurred to, but not including, the Closing, all based upon the Preliminary CAM Reconciliation. In the event that Seller has received CAM payments in excess of its actual CAM operating expenses, Seller shall pay to Purchaser (or provide Purchaser a credit against the Purchase Price) an amount equal to such excess. In the event that Seller has received CAM payments less than its actual CAM, Purchaser shall pay to Seller in an amount equal to such deficit following the final prorations cannot be made at operating expense reconciliation for CAM completed by Purchaser pursuant to the Close terms of Escrow this Agreement. Thereafter following Closing, Purchaser agrees to perform the final operating expense reconciliation adjustment for any item being prorated under this SECTION 10CAM for calendar year 2007 on or before March 31, then, provided Buyer or Seller identify any such proration ("POST CLOSING PRORATION") in writing before the Close of Escrow, Buyer 2008. Purchaser and Seller agree to allocate such items on a fair and equitable basis as soon as invoices or bills are available and applicable reconciliation with the tenant make adjustments for any CAM after reconciliations have been completedcompleted with all tenants on or before March 31, with final adjustment to be made as soon as reasonably possible after the Close of Escrow (but in no event later than forty-five (45) days after the Close of Escrow, except that adjustments arising from any tax protest under SECTION 10.3 or from Percentage Rents under SECTION 10.8 hereof shall not be subject to such 45 day limitation, but shall be made as soon as reasonably possible), to the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownership2008. Payments in connection with the final adjustment shall be due no later than forty-and payable within thirty (30) days of written notice. As used herein, the term “CAM Lease Year” means the twelve (12) month period as to which annual CAM are owed under each Lease. Upon receipt by either party of any CAM true up payment from a Tenant, the party receiving the same shall provide to the other party its allocable share of the “true up” payment within five (455) days after the Close 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 45 day 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 (1) year after the Close of Escrow. Notwithstanding anything to the contrary stated in this SECTION 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 forty-five (45) days after the Close of Escrow), 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 Escrowreceipt thereof.

Final Adjustment After Closing. The Parties acknowledge and agree that the items being prorated under this Article X have fully reconciled for calendar year 2020 (and, for avoidance of doubt, all calendar years prior to 2020). If final prorations cannot be made at the Close of Escrow Closing for any item being prorated under this SECTION 10Article X for any calendar year after 2020, then, provided Buyer or Seller identify PRLP and Landmark agree to make a preliminary proration at the Closing, and any adjustments to such proration after the Closing ("POST CLOSING PRORATION"“Post-Closing Prorations”). Not later than thirty (30) in writing before days following Closing, Landmark shall provide PRLP with trailing utilities and operating costs for the Close period prior to Closing, with PRLP having the obligation and duty to invoice Tenants for any portion of Escrow, Buyer the trailing amounts which are tenant obligations and Seller to pursue payment from Tenants using PRLP’s standard and customary collection practices for a period of four (4) months following Closing. PRLP and Landmark agree to allocate such items on a fair and equitable basis as soon as collections, invoices or bills are available and applicable reconciliation with the tenant have been completedavailable, with final adjustment to be made as soon as reasonably possible no later than five (5) months after the Close of Escrow (but in no event later than forty-five (45) days after the Close of EscrowClosing, except that adjustments arising from any tax protest under SECTION 10.3 or from Percentage Rents under SECTION 10.8 hereof Section 10.5 shall not be subject to such 45 day five (5) month limitation, but shall be made as soon as reasonably possible), to the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownership. Payments in connection with the final adjustment shall be due no later than forty-five ten (4510) days Business Days after the Close adjustment is agreed on by Landmark and PRLP. To the extent any portion of Escrowthe additional payment of the applicable Allocated Transaction Value hereunder is due to one or more Minority Partners, except that adjustments arising from any tax protest under SECTION 10.3 or relating PRLP shall make one aggregate payment of the corresponding portion of the Allocated Transaction Value to Percentage Rents under SECTION 10.8 hereof Landmark as agent of such Minority Partner, and Landmark shall not be subject solely responsible for delivering all such payments to the Minority Partners in the amounts they are entitled to receive pursuant to such 45 day limitation, but shall be made Minority Partner’s entitlement to Minority Interest Merger Consideration as soon as reasonably possible. Seller shall have reasonable access to, set forth in Schedule 2.4(a) and the right Merger Consideration Spreadsheet (as updated pursuant to inspect Section 5.7 and audit, Buyer's books to confirm as needed at the time of the final prorations for a period adjustment) and otherwise in accordance with the applicable Plan of one (1) year after Merger and Organizational Documents and pursuant to the Close terms and conditions of Escrowthis Agreement. Notwithstanding anything to the contrary stated in this SECTION 10Section, 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, Section 10.5 hereof and except for any Post Post-Closing Prorations (which must be determined and paid within forty-five (45) days after in accordance with the Close of Escrowterms hereof), all prorations made under this SECTION 10 Section 10.10 shall be final as of the Close of Escrow Closing and shall not be subject to further adjustment (whether due to an error or for any other reason) after the Close Closing. The terms and provisions of Escrowthis Section shall survive the Closing.

Final Adjustment After Closing. If final prorations cannot be made at the Close of Escrow for any item being prorated under this SECTION Section 10, then, provided Buyer or and Seller both identify any such proration ("POST CLOSING 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 as soon as invoices or bills are available and applicable reconciliation with the tenant 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 than forty-five ninety (4590) days after the Close of Escrow, except that adjustments arising from any tax protest under SECTION Section 10.3 or from Percentage Rents under SECTION Section 10.8 hereof shall not be subject to such 45 90-day limitation, but shall be made as soon as reasonably possible), to the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownership. Payments in connection with the final adjustment shall be due no later than forty-five ninety (4590) days after the Close of Escrow, except that adjustments arising from any tax protest under SECTION Section 10.3 or relating to Percentage Rents under SECTION Section 10.8 hereof shall not be subject to such 45 90-day limitation, but shall be made as soon as reasonably possible. With prior written notice, Seller shall have be granted reasonable access to, and the right to inspect and audit, Buyer's ’s books 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 SECTION Section 10, except for any reconciliation arising out of a tax protest under SECTION Section 10.3 hereof, or arising out of Percentage Rents under SECTION Section 10.8 hereof, and except for any Post Closing Prorations (which must be determined and paid within forty-five ninety (4590) days after the Close of Escrow), all prorations made under this SECTION 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.

Final Adjustment After Closing. If final prorations cannot be made at the Close of Escrow for any item being prorated under this SECTION section 10, then, provided Buyer as long as Purchaser or Seller identify identifies any such proration ("POST CLOSING PRORATION"“Post-Closing Proration”) in writing before the Close of Escrow, Buyer Purchaser and Seller agree to shall allocate such items on a fair and equitable basis as soon as invoices or bills are available and applicable reconciliation with the tenant 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 than forty-five (45) 90 days after the Close of Escrow, except that adjustments arising from any tax protest Percentage Rants under SECTION 10.3 or from Percentage Rents under SECTION section 10.8 hereof shall not be subject to such 45 90-day limitation, but shall be made as soon as reasonably possible), to the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownership. Operating Costs shall be a Post-Closing Proration. Payments in connection with the final adjustment shall be due no later than forty-five (45) 100 days after the Close of Escrow, except that adjustments arising from any tax protest under SECTION 10.3 or relating to Percentage Rents under SECTION section 10.8 hereof shall not be subject to such 45 100-day 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 Purchaser’s books 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 SECTION section 10, except for any reconciliation arising out of a tax protest under SECTION 10.3 hereof, or arising out of Percentage Rents under SECTION section 10.8 hereof, hereof and except for any Post Post-Closing Prorations (which must be determined and paid within forty-five (45) 100 days after the Close of Escrow), all prorations made under this SECTION 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.

Final Adjustment After Closing. If final prorations cannot be made at the Close of Escrow for any item being prorated under this SECTION 10Section 10 (other than Real Estate Taxes), then, provided either Buyer or Seller identify identifies any such proration ("POST CLOSING PRORATION"“Post-Closing Proration”) in writing before the Close of EscrowEscrow (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 agree to allocate such items on a fair and equitable basis as soon as invoices or bills are available and applicable reconciliation with the tenant 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 than forty-five six (456) days months after the Close of Escrow, except that adjustments arising from any tax protest Operating Costs under SECTION 10.3 Section 10.2 or from Percentage Rents under SECTION Section 10.8 hereof shall not be subject to such 45 day six-month limitation, but shall be made as soon as reasonably possible), to the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownership. Payments in connection with the final adjustment shall be due no later than forty-five (45) days after the Close 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 45 day 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 (1) year after the Close of Escrow. Notwithstanding anything to the contrary stated in this SECTION Section 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 Post-Closing Prorations (which must be determined and paid within forty-five (45) days after the Close of Escrowtime periods set forth above), all prorations made under this SECTION 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 10), and as to any other Post-Closing Proration, within ten business days after final determination of the proration in question; and any amounts that may be due from Seller as a result of such Post-Closing 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 this Section 10).

Final Adjustment After Closing. If final prorations cannot be made at the Close of Escrow for any item being prorated under this SECTION Section 10, then, provided Buyer or and Seller both identify any such proration ("POST CLOSING 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 as soon as invoices or bills are available and applicable reconciliation with the tenant 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 than forty-five ninety (4590) days after the Close of Escrow, except that adjustments arising from any tax protest under SECTION Section 10.3 or from Percentage Rents under SECTION Section 10.8 hereof shall not be subject to such 45 90-day limitation, but shall be made as soon as reasonably possible), to the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownership. Payments in connection with the final adjustment shall be due no later than forty-five ninety (4590) days after the Close of Escrow, except that adjustments arising from any tax protest under SECTION Section 10.3 or relating to Percentage Rents under SECTION Section 10.8 hereof shall not be subject to such 45 90-day 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 ’s books to confirm the final prorations for a period of one (1) year after the Close of Escrow, at no additional cost or expense to Buyer. Notwithstanding anything to the contrary stated in this SECTION Section 10, except for any reconciliation arising out of a tax protest under SECTION Section 10.3 hereof, or arising out of Percentage Rents under SECTION Section 10.8 hereof, and except for any Post Closing Prorations (which must be determined and paid within forty-five ninety (4590) days after the Close of Escrow), all prorations made under this SECTION 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.

Final Adjustment After Closing. If final prorations cannot be made at the Close of Escrow for any item being prorated under this SECTION Section 10, then, provided Buyer or Seller identify any such proration ("POST CLOSING 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 as soon as invoices or bills are available and applicable reconciliation with the tenant 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 than forty-five ninety (4590) days after the Close of Escrow, except that adjustments arising from any tax protest under SECTION Section 10.3 or from Percentage Rents under SECTION Section 10.8 hereof shall not be subject to such 45 90 day limitation, but shall be made as soon as reasonably possible), to the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownership. Payments in connection with the final adjustment shall be due no later than forty-five ninety (4590) days after the Close of Escrow, except that adjustments arising from any tax protest under SECTION Section 10.3 or relating to Percentage Rents under SECTION Section 10.8 hereof shall not be subject to such 45 90 day 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 ’s books 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 SECTION Section 10, except for any reconciliation arising out of a tax protest under SECTION Section 10.3 hereof, or arising out of Percentage Rents under SECTION Section 10.8 hereof, and except for any Post Closing Prorations (which must be determined and paid within forty-five ninety (4590) days after the Close of Escrow), all prorations made under this SECTION 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.

Final Adjustment After Closing. If final prorations cannot be made at the Close of Escrow for any item being prorated under this SECTION Section 10, then, provided Buyer or and Seller identify any such proration ("POST CLOSING 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 as soon as invoices or bills are available and applicable reconciliation with the tenant 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 than forty-five ninety (4590) days after the Close of Escrow, except that adjustments arising from any tax protest under SECTION Section 10.3 or from Percentage Rents under SECTION Section 10.8 hereof shall not be subject to such 45 day 90‑day limitation, but shall be made as soon as reasonably possible), to the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownership. Payments in connection with the final adjustment shall be due no later than forty-five ninety (4590) days after the Close of Escrow, except that adjustments arising from any tax protest under SECTION Section 10.3 or relating to Percentage Rents under SECTION Section 10.8 hereof shall not be subject to such 45 day 90‑day 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 ’s books 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 SECTION Section 10, except for any reconciliation arising out of a tax protest under SECTION Section 10.3 hereof, or arising out of Percentage Rents under SECTION Section 10.8 hereof, and except for any Post Closing Prorations (which must be determined and paid within forty-five ninety (4590) days after the Close of Escrow), all prorations made under this SECTION 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.