Common use of Final Adjustments After Closing Clause in Contracts

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 in this subsection 7(e) 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. 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 respective period of ownership and Seller and Buyer each hereby agree as soon as invoices, bills or other information sufficient to indemnifymake such prorations are available, save and hold each other harmless from and against any and but with such final adjustment(s) to be made no later than thirty (30) days following Buyer’s reconciliation with the Tenants of the Tenants’ obligations for such amounts, which reconciliation with the Tenants shall be completed no later than May 31 of the year immediately following the year in which the Closing occurs (the “Final Adjustment Date”); provided that, in 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. Specificallyevents, the amount to be prorated reconciliation for Percentage Rent under the Nordstrom Lease shall be determined by calculating completed no later than May 31, 2013 (and the difference between requirement to reconcile Percentage Rent under the Nordstrom Lease shall survive through 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 availabledate). Buyer shall be responsible for administering all reconciliations and other adjustments with the tenant such Tenants in accordance with the LeasesTenant Leases and collecting or crediting same. Payments in connection with such final adjustments set forth in this Section 11.1 shall be due within fifteen thirty (1530) days of mutual agreement of the amount(s) due. 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 daysBusiness Days’ advance written notice is given by the auditing party to the audited party. The provisions If Buyer and Seller fail to agree on any final adjustments by June 30 of this subsection 7(e) the year immediately following the year in which the Closing occurs, then any final adjustments that have not been determined by mutual agreement shall survive be determined by a firm of independent certified public accountants selected by Buyer and Seller; provided that if the ClosingBuyer 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. Buyer 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. If final prorations for those items addressed in this subsection 7(e) 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 forty-five (45) days after the Closing Date. Income and expenses 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. Seller, as landlord under the leases, may be currently collecting from tenants under the Leases additional rent or charges to cover Operating Expenses. 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 periodownership. Specifically, the amount to be prorated shall be determined by calculating the difference between such tenant’s or tenants’ account balance balances for collections of reimbursable Operating Expenses for the lease year including the Closing Date relative to the amounts of actual Operating Expenses reimbursable to Seller 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 such tenants in accordance with the Leasesleases for 2007 provided Seller furnishes Buyer the appropriate records. Seller shall be responsible for reconciliations for 2006. Payments in connection with such final adjustments shall be due within fifteen (15) days of mutual agreement of the amount(s) due, except for amounts to be collected from tenants, which amounts shall be paid to Seller promptly after collection from the applicable tenant. 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.