Final Adjustments After Closing Clause Samples
Final Adjustments After Closing. If final prorations for those items addressed in this subsection 7(e) cannot be made on the Closing Date, then Buyer and Seller agree to allocate such items on an accrual basis as soon as invoices or bills are available. Income and expenses shall be received and paid by the parties on an accrual basis with respect to their period of ownership. Seller shall not, however, be charged for any increase in Operating Expenses due to increased costs incurred or caused by Buyer subsequent to the Closing. Upon written request by either Seller or Buyer within forty-five (45) days after the Closing Date, the parties agree to then promptly calculate any amounts collected from the tenants under the Leases to be prorated as compared to the amounts that should have been collected for the Seller’s period of ownership and Seller and Buyer each hereby agree to indemnify, save and hold each other harmless from and against any and all claims, liabilities, losses, damages, demands, actions, judgments, costs and expenses (including attorneys’ fees and expenses and costs of litigation) of any kind or nature related to the indemnifying party’s failure to properly make any such reprorations requested by the other party during such forty-five (45) day period. Specifically, the amount to be prorated shall be determined by calculating the difference between such tenant’s account balance for collections of reimbursable Operating Expenses for the lease year including the Closing Date relative to the amounts of actual Operating Expenses reimbursable during such period. Upon such request, the parties shall reasonably estimate Operating Expenses for Seller’s period of ownership if final bills are not available. Buyer shall be responsible for administering all reconciliations and other adjustments with the tenant in accordance with the Leases. Payments in connection with such final adjustments shall be due within fifteen (15) days of mutual agreement of the amount(s) due. Each party shall have reasonable access to, and the right to inspect and audit the other party’s supporting documentation to confirm the final prorations, provided at least three (3) business days’ advance notice is given by the auditing party to the audited party. The provisions of this subsection 7(e) shall survive the Closing.
Final Adjustments After Closing. If final prorations for those items addressed herein cannot be made on the Closing Date, then Buyer and Seller agree to allocate such items on an accrual basis as soon as invoices or bills are available, but with such final adjustment(s) to be made no later than two hundred seventy (270) days after the Closing Date. Income and expenses shall be received and paid by the parties on an accrual basis with respect to their period of ownership. Seller shall not, however, be charged for any increase in Operating Expenses due to increased costs caused by Buyer subsequent to the Closing. Payments in connection with such final adjustments shall be due within fifteen (15) days of mutual agreement of the amount(s) due. Each party shall have reasonable access to, and the right to inspect and audit the other party’s supporting documentation to confirm the final prorations, provided at least three (3) business days’ advance notice is given by the auditing party to the audited party.
Final Adjustments After Closing. If final prorations for those items addressed herein cannot be made on the Closing Date, then Purchaser and Seller agree to allocate such items with respect to their respective period of ownership as soon as invoices, bills or other information sufficient to make such prorations are available, but with such final adjustment(s) to be made no later than thirty (30) days following Purchaser’s reconciliation (i.e., billing or crediting tenants) with the tenants of the tenants’ obligations for such amounts, which reconciliation with the tenants shall be completed no later than June 30, 2015 (the “Final Adjustment Date”). Purchaser shall be responsible for administering all reconciliations and other adjustments with such tenants in accordance with the Leases and collecting or crediting same. Payments in connection with such final adjustments set forth in this Section 10.6 shall be due within thirty (30) days of mutual agreement of the amount(s) due and actual receipt of such amounts from tenants. Each party shall have reasonable access to, and the right to inspect and audit at such party’s expense, the other party’s supporting documentation to confirm the final prorations, provided at least three (3) Business Days’ advance written notice is given by the auditing party to the audited party. If Purchaser and Seller fail to agree on any final adjustments by thirty (30) days after the Final Adjustment Date, then any final adjustments that have not been determined by mutual agreement shall be determined by a firm of independent certified public accountants selected by Purchaser and Seller; provided that if the Purchaser and Seller fail to agree on such accounting firm, either party may petition any court of competent jurisdiction for the appointment of such firm and any such resulting appointment shall be binding upon all of the parties hereto. Purchaser and Seller shall provide all information necessary for such accounting firm to calculate such final adjustments and shall share the cost of having such accounting firm calculate such final adjustments.
Final Adjustments After Closing. No later than March 31, 2015 (the "Final Adjustment Date"), Seller and Purchaser shall make a final adjustment in accordance with the provisions of this Section 8.1 of percentage rent and other items of additional rents for which final adjustments or prorations could not be determined at the Closing, if any, because of the lack of actual statements, bills or invoices for the current period, the year end adjustment of common area maintenance, taxes and like items, the unavailability of final sales figures or amounts for percentage rent or any other reason. Except to the extent otherwise provided in Section 8.1.6, any net adjustment in favor of Purchaser or Seller is to be paid in cash by the other no later than thirty (30) days after such final adjustment has been made.
Final Adjustments After Closing. Any proration based upon an estimate or any receipt or expense which is not prorated at Closing, or if final prorations cannot be made at Closing for any item being prorated under this paragraph, including Taxes, then Buyer and Seller agree to readjust, prorate and allocate such items after Closing on a fair and equitable basis as soon as invoices or bills are available, with final adjustment to be made as soon as reasonably possible after the Closing, 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. Any amount due as a result of such adjustment or subsequent proration shall be paid by the party owing it within ten (10) days after demand for such payment is made on such party. The provisions of this section shall survive closing.
Final Adjustments After Closing. If final prorations for those items addressed herein cannot be made at the Time of Closing, then Buyers and Sellers agree to allocate such items on an accrual basis as soon as invoices or bills are available, but with such final adjustment(s) to be made no later than one hundred twenty (120) days (or, solely with respect to the final adjustment for real estate taxes for the fiscal year in which the Closing Date occurred, or such longer time as may be required for such final adjustment for real estate taxes) after the Time of Closing. Sellers shall not, however, be charged for any increase in operating expenses for the Premises due to increased costs incurred or caused by Buyers subsequent to the Closing. Payments in connection with such final adjustments shall be due within ten (10) days after mutual agreement of the amount(s) due. Each party shall have reasonable access to, and the right to inspect and audit, the other party’s supporting documentation to confirm the final prorations, provided at least three (3) days’ advance notice is given by the auditing party to the audited party. Except with respect to Paragraph 13.c (which shall survive in accordance with its terms), the entirety of Paragraph 13 shall survive the Closing for a period of 120 days after the Closing.
Final Adjustments After Closing. If final prorations for those items addressed herein cannot be made on the Closing Date, then Buyer and Seller agree to allocate such items on an accrual basis as soon as invoices or bills are available, but with such final adjustment(s) to be made no later than ninety (90) days after the Closing Date (or such longer time as may be required for final adjustment for Operating Expenses following the reconciliation period under the applicable commercial/retail Leases). Income and expenses shall be received and paid by the parties on an accrual basis with respect to their period of ownership. Seller shall not, however, be charged for any increase in operating expenses for the Property due to increased costs incurred or caused by Buyer subsequent to the Closing. Payments in connection with such final adjustments shall be due within fifteen (15) days after mutual agreement of the amount(s) due. Each party shall have reasonable access to, and the right to inspect and audit the other party’s supporting documentation to confirm the final prorations, provided at least three (3) Business Days’ advance notice is given by the auditing party to the audited party. Notwithstanding the foregoing, this Section 7(e)(i)(J) shall not apply to Property Taxes (or any portion of Operating Expenses that are comprised of Property Taxes) and any re-proration of Property Taxes shall be governed exclusively by Section 7(e)(i)(C) above.
Final Adjustments After Closing