Common use of Final Reconciliation Clause in Contracts

Final Reconciliation. (1) Within sixty (60) days after final completion of Landlord 's TI Work, Landlord shall cause Landlord's Representative to provide Tenant with the Final Reconciliation and arrange to meet with Tenant to discuss the contents thereof. To the extent Landlord requires information in Tenant's possession in order for Landlord to prepare the Final Reconciliation, Landlord will promptly notify Tenant of the needed information, and Tenant agrees to provide such information to Landlord promptly after Landlord's written request specifying the information required to the extent in Tenant's possession, custody or control. Landlord's delivery of the Final Reconciliation shall be excused for so long as Tenant delays in providing information needed to complete same which is in Tenant's possession, custody or control to Landlord. If the Final Reconciliation indicates that the total cost to complete Landlord's TI Work exceeds the TI Allowance, then such excess shall constitute an Excess TI Cost for purposes of this Exhibit C and shall be payable by Tenant to Landlord within ten (10) business days after Landlord's written demand (to the extent not theretofore funded by Tenant). (2) If the Final TI Bid (or any combination of Tl Costs for which Tenant will be responsible hereunder) exceeds the TI Allowance, Landlord shall have the right to require payment from Tenant of the amount by which aggregate Excess TI Costs exceeds the T! Allowance prior to being obligated to proceed with the TI Work from which such Excess TI Costs are derived, which payment shall be made by Tenant to Landlord within ten (10) business days after Landlord's written demand accompanied by reasonable substantiating documentation, and which (ifbeingpaid to defray Excess Costs which are not yet due and payable to the contractor under the terms of the applicable construction contract) will be held by Landlord, in trust, to be disbursed pari passu with any amounts utilized by Landlord to make payments in respect of TI Costs. Any amounts paid by Tenant to Landlord under this provision shall be credited against such Excess TI Costs. D. First-

Final Reconciliation. (1) Within sixty (60) days after final completion of Landlord 's TI Work, Landlord The Applicant shall cause Landlord's Representative to provide Tenant with the Final Reconciliation Report and arrange to meet with Tenant to discuss the contents thereof. To the extent Landlord requires information in Tenant's possession in order for Landlord to prepare the Final Reconciliation, Landlord will promptly notify Tenant Certificate of the needed information, and Tenant agrees to provide such information to Landlord promptly after Landlord's written request specifying the information required Practical Completion to the extent in Tenant's possession, custody or controlCPCA by [Insert date]. Landlord's delivery On issue of the Final Report and/or the Certificate of Practical Completion the Grant Recipient will provide the CPCA with a full Reconciliation shall be excused for so long as Tenant delays of the Costs actually expended on the Project against the estimated cost set out in providing information needed the Business Plan. The Grant Recipient will provide CPCA with a warranted statement that the costs actually expended were equal or greater than the estimated costs and if less will immediately return [insert %] of any reduced costs/savings to complete same which CPCA. If there is in Tenant's possession, custody or control to Landlordany dispute about the Reconciliation the Grant Recipient will upon written request by CPCA provide the CPCA and their accountants with open book accounts of the costs of the Project. If the Final Reconciliation indicates CPCA reasonably believes the actual costs are materially less than the estimated costs they will notify the Grant Recipient who will negotiate with the CPCA in good faith to resolve the issue. If the issue is not resolved within 3 months then CPCA may take such further action as they deem necessary including appointing expert to deal with the matter and Grant Recipient shall fully cooperate with the Expert and their directions. Where the information provided pursuant to Clause 4.7 shows: - that the total cost to complete Landlord's TI Work exceeds of the TI AllowanceProject was less than the anticipated total cost of the Project as set out in the Business Plan; and/or that the total Market Value of the Project is more than the anticipated Market Value of the Project as set out in the Business Plan, then CPCA shall be entitled to recover Funding paid to the Applicant in accordance with the compensation provisions set out in Clause 4.7 and/or in the Business Plan. Pre-Payment The Parties acknowledge that as at the 31st March 2021 in so far as the Maximum Sum has not been drawn down by the Applicant, the balance of the Maximum Sum (“the Outstanding Sum”) shall on the 31st March 2021 (or if later within 14 days of receipt of the Outstanding Sum Claim Form (defined below)) be paid to the Applicant subject to and in accordance with the conditions below The Applicant shall provide CPCA with a signed Outstanding Sum Claim Form in the form that appears at [Part 2 of Schedule 3] to this Agreement The Applicant confirms and warrants it shall upon receipt immediately pay the sum of the Outstanding Payment into a separate interest-bearing account in the name of the Applicant (the Account) The Applicant shall hold the Outstanding Payment on Trust for CPCA unless and until payments are made out of the Account in accordance with this clause. If the Applicant wishes to draw down monies from the Outstanding Payment held on the Account it shall submit to CPCA the same information as is required in this Agreement (mutatis mutandis) as if it were applying for a payment from CPCA and only once CPCA has agreed to such excess shall constitute monies being drawn down in accordance with this Agreement as if it were an Excess TI Cost application for purposes a payment from CPCA (including (in accordance with clause 4.2.3) confirming relevant funds can be released from the Account within 28 days of the Applicant supplying the information set out in clause 4.2) If at any time CPCA notifies the Applicant it is in breach of any terms of this Exhibit C Agreement which would have entitled the CPCA to withhold funding and/or to demand repayment of funding already made and shall be payable by Tenant to Landlord within ten (10) business days after Landlord's written demand (such breach has not been remedied to the extent not theretofore funded by Tenant). (2) If satisfaction of CPCA then CPCA may request that the Final TI Bid Applicant returns the Outstanding Payment (or any combination such of Tl Costs for which Tenant will be responsible hereunder) exceeds it as remains at the TI Allowance, Landlord shall have the right to require payment from Tenant time of the amount by notice) at which aggregate Excess TI Costs exceeds point the T! Allowance prior to being obligated to proceed with Applicant shall immediately return the TI Work from which such Excess TI Costs are derived, which payment shall be made by Tenant to Landlord within ten (10) business days after Landlord's written demand accompanied by reasonable substantiating documentation, and which (ifbeingpaid to defray Excess Costs which are not yet due and payable to the contractor under the terms of the applicable construction contract) will be held by Landlord, in trust, to be disbursed pari passu Outstanding Payment along with any amounts utilized interest thereof. The Parties agree that this clause 4.8 shall not affect all reporting and final conciliation required by Landlord to make payments in respect of TI Costs. Any amounts paid by Tenant to Landlord under this provision Agreement shall be credited against such Excess TI Costs. D. First-remain as an obligation upon the Applicant

Final Reconciliation. (1) Within sixty (60) days after As to any Leases for which a final completion reconciliation of Landlord 's TI WorkOperating Expense Pass-throughs cannot be completed between the Seller, Landlord shall cause Landlord's Representative to provide Tenant with as landlord, and the Final Reconciliation and arrange to meet with Tenant to discuss the contents thereof. To the extent Landlord requires information in Tenant's possession in order for Landlord to prepare the Final Reconciliation, Landlord will promptly notify Tenant tenants as of the needed informationAdjustment Date in accordance with Subparagraph (ii), the parties will adjust their prorations made at Closing when the correct amount of Operating Expense Pass-throughs can be determined (including without limitation with respect to any amounts under- collected by Seller) and Tenant agrees to provide such information to Landlord promptly after Landlord's written request specifying when, under the terms or the respective Leases, all information required to make such landlord/tenant adjustment is available. Seller shall be responsible for providing Purchaser with the extent final reconciliation for Seller's period of ownership. If Seller fails timely to provide Purchaser with it final reconciliation, Seller acknowledges and agrees that Purchaser's ability to make a final determination of any amounts due to Seller or any additional amounts due from Seller in Tenantrespect of Operating Expense Pass-throughs for the period prior to the Adjustment Date is dependent upon, and expressly conditioned upon, Seller's possessiondelivering all information required by Purchaser, custody as provided for Subparagraph (i), and Seller's delivering to Purchaser subsequent to the Closing Date copies of all invoices and bills received by Seller subsequent to the Adjustment Date for Operating Expense Pass-through items applicable to the period on or controlbefore the Adjustment Date, as well as evidence of payments made by Seller in respect of such invoices and bills. LandlordSeller agrees to cooperate in good faith and with reasonable diligence in providing to Purchaser as and when needed copies of all invoices, bills, evidence of payment and other information required by Purchaser to confirm the final reconciliation performed by Seller for its period of ownership and/or to make any required post-Closing reconciliations of Operating Expense Pass-throughs. If when Seller is able to make its year end reconciliation for the period prior to the Closing, it is determined, after giving effect to any applicable credit received by Purchaser at Closing under this Paragraph 6.1(d), that Seller has under- collected from any tenants, then Purchaser shall bill such texxxxs for the amounts due to Seller within 60 days after year end, and remit to Seller Seller's delivery portion of any amounts collected monthly, within 30 days after receipt of same. If, however, it is determined that Seller over-collected from tenants, again after giving effect to any credits received by Purchaser at Closing as aforesaid, Seller will pay to Purchaser the amount over-collected and not previously credited to Purchaser, within 30 days after receipt from Purchaser of written notice setting forth the amount due, accompanied by documentation reasonably establishing such amount, and Purchaser shall be responsible for crediting or repaying amounts to the appropriate tenants. In order to assist Seller in its confirmation of any required post-closing adjustments, Purchaser shall make available to Seller upon request, copies of the Final Reconciliation shall be excused for so long as Tenant delays in providing information tax bills and any other bills and invoices needed to complete same which is in Tenant's possession, custody or control to Landlordby Seller. If the Final Reconciliation indicates that the total cost to complete Landlord's TI Work exceeds the TI Allowance, then such excess shall constitute an Excess TI Cost for purposes of this Exhibit C and shall be payable by Tenant to Landlord within ten (10) business days after Landlord's written demand (to the extent not theretofore funded by Tenant). (2) If the Final TI Bid (or any combination of Tl Costs for which Tenant will be responsible hereunder) exceeds the TI Allowance, Landlord Each party shall have the right to require payment from Tenant audit the other party's books and records, upon reasonable prior notice and during normal business hours, for purposes of the amount by which aggregate Excess TI Costs exceeds the T! Allowance prior to being obligated to proceed with the TI Work from which such Excess TI Costs are derived, which payment shall be confirming any calculations made by Tenant to Landlord within ten (10) business days after Landlord's written demand accompanied by reasonable substantiating documentation, and which (ifbeingpaid to defray Excess Costs which are not yet due and payable to the contractor under the terms of the applicable construction contract) will be held by Landlord, in trust, to be disbursed pari passu with any amounts utilized by Landlord to make payments in respect of TI Costs. Any amounts paid by Tenant to Landlord under this provision shall be credited against such Excess TI Costs. D. First-Purchaser.

Final Reconciliation. The amount of payments by Seller or Buyer under this Section 4.2 (1) Within sixty “Prorated Expenses”), and the amount of any pass-through expenses billed to Tenants pursuant to the Leases for the year of Closing (60“Expense Pass-Throughs”), may have been based on estimates of applicable amounts. Except as otherwise expressly provided herein, when the actual amounts are finally determined with respect to Prorated Expenses and Expense Pass-Throughs, Seller and Buyer shall recalculate, reconcile, and re-prorate the amounts based on the actual amounts; provided Seller shall not be responsible for any portion of any operating expenses incurred by Buyer post-Closing; it being acknowledged that such expenses are the obligation of the Tenants and/or Buyer. Buyer will perform any year-end reconciliations with respect to the calendar year in which the Closing occurs in accordance with the terms of the Leases. Seller and Buyer covenant to cooperate and provide the other party with any information, books, or records necessary to finalize such reconciliation. Seller or Buyer, as the case may be, shall make an appropriate payment to the other based on such recalculation such that each party is made whole within thirty (30) days after final completion of Landlord 's TI Work, Landlord shall cause Landlord's Representative to provide Tenant with the Final Reconciliation and arrange to meet with Tenant to discuss the contents thereof. To the extent Landlord requires information in Tenant's possession in order for Landlord to prepare the Final Reconciliation, Landlord will promptly notify Tenant of the needed information, conclusion of the reconciliation and Tenant agrees to provide such information to Landlord promptly after Landlord's written request specifying the information required notification to the extent in Tenant's possession, custody or control. Landlord's delivery other party of the Final Reconciliation shall be excused for so long as Tenant delays in providing information needed to complete same which is in Tenant's possession, custody or control to Landlord. If the Final Reconciliation indicates that the total cost to complete Landlord's TI Work exceeds the TI Allowance, then such excess shall constitute an Excess TI Cost for purposes of this Exhibit C and shall be payable by Tenant to Landlord within ten (10) business days after Landlord's written demand (amount to the extent not theretofore funded by Tenant). (2) If the Final TI Bid (or any combination of Tl Costs for which Tenant will be responsible hereunder) exceeds the TI Allowancepaid; however, Landlord neither party shall have the right to require payment from Tenant request apportionment or reapportionment after the one (1) year anniversary of the amount by which aggregate Excess TI Costs exceeds Closing Date. To the T! Allowance prior extent any Tenants are due refunds as a result of the post-Closing reconciliation, Seller shall pay to being obligated Buyer its pro rata portion of such refunds pursuant to proceed with the TI Work from which such Excess TI Costs are derived, which payment shall be made by Tenant to Landlord within ten (10) business days after Landlord's written demand accompanied by reasonable substantiating documentation, and which (ifbeingpaid to defray Excess Costs which are not yet due and payable to the contractor under the terms of this Section 4.2; provided Seller shall not be responsible for any portion of any refunds that arise from payments made by Tenants post-Closing; it being acknowledged that any refunds for any payments made by Tenants in excess of Expense Pass-Throughs for the applicable construction contract) will period post-Closing shall be held the obligation of Buyer; and further provided any obligation of Seller under this sentence shall be reduced by Landlord, in trust, to be disbursed pari passu with any amounts utilized by Landlord which may have been credited to make payments in Buyer at Closing with respect to such refunds owed to Tenants. To the extent any additional amounts are due from Tenants as a result of TI Costs. Any amounts paid by Tenant the post-Closing reconciliation with respect to Landlord under periods prior to the Closing Date, Buyer shall pay to Seller its pro rata share of such reimbursements pursuant to the terms of this provision shall be credited against such Excess TI Costs. D. First-Section 4.2.