For Calendar Year 2012. Prior to Closing, each Seller shall provide Purchaser with a list of tenants with respect to which reconciliations of Tenant Reimbursements and Tenant Reimbursement Expenses for calendar year 2012 is the subject of an ongoing audit. If the amount of Tenant Reimbursements collected by an applicable Seller for calendar year 2012 with respect to such tenants (or any other tenant who later commences an audit of Tenant Reimbursement Expenses for calendar year 2012) is less than the amount of Tenant Reimbursement Expenses paid by such Seller for calendar year 2012 (or less than the amount which such Seller is entitled to recover under the terms of the Leases), then such Seller shall be entitled to xxxx such tenants and retain any such amounts due from tenants. If the amount of Tenant Reimbursements collected by a Seller for calendar year 2012 exceeds the amount of Tenant Reimbursement Expenses paid by such Seller with respect to such period (or the amount which such Seller is entitled to recover under the terms of the Leases), then, to the extent required under the terms of the Leases, such Seller shall remit such excess amounts to the applicable tenants and shall indemnify, defend and hold Purchaser and its Indemnified Parties harmless from and against all Losses in connection therewith. In connection with the foregoing, each Seller shall be permitted to make and retain copies of all leases and all xxxxxxxx concerning Tenant Reimbursements for such prior years with respect to such tenants, and Purchaser covenants and agrees to provide such Seller with reasonable access to the books and records pertaining to such Tenant Reimbursements, and to otherwise cooperate with such Seller (at no cost or liability to Purchaser) for the purpose of enabling Seller to adequately respond to any claim by such tenants for reimbursement of Tenant Reimbursements previously paid by such tenants. The provisions of this Section 4.4.2 shall survive the Closing.
