Common use of For the Calendar Year of the Closing Clause in Contracts

For the Calendar Year of the Closing. At Closing, Reimbursements collected for the calendar month in which the Closing occurs shall be prorated on the basis of the number of days of such month the Property will have been owned by Purchaser and Seller, respectively. However, there shall be no proration of any such Reimbursements which are delinquent as of Closing. Rather, Purchaser shall cause any such delinquent Reimbursements for the period prior to Closing to be remitted to Seller if, as and when collected. At Closing, Seller shall deliver to Purchaser a schedule of all such delinquent Reimbursements. Purchaser shall include the amount of delinquent Reimbursements in the first bills thereafter submitted to the tenants or other parties in question after Closing, and shall continue to do so for two (2) months thereafter. Purchaser shall promptly deliver to Seller a copy of each such xxxx submitted to tenants or other parties. After such two (2) month period, Seller may pursue remedies directly against delinquent Reimbursement Parties (but may not xxx to evict or otherwise dispossess tenants), provided that Seller shall not initiate or pursue any remedies against Reimbursement Parties unless (a) the Reimbursement Delinquencies, when aggregated with the Tenant Delinquencies, are in excess of the Minimum Collection Amount, and (ii) Seller indemnifies Purchaser for any claims or liabilities arising or accruing for periods prior to Closing under the Lease or other agreement with any such Reimbursement Party. Within 90 days after the end of the calendar year in which Closing occurs, Seller shall determine Reimbursements paid to Seller and Reimbursable Expenses incurred by Seller for the calendar year in which the Closing occurs. If the amount of Reimbursements collected by Seller for such year is less than the amount of Reimbursable Expenses paid by Seller for such year (or less than the amount which Seller is entitled to recover under the terms of the Leases and other applicable agreements), then Purchaser shall promptly remit the difference to Seller if, as and to the extent actually collected, but not otherwise. If the amount of Reimbursements collected by Seller for the calendar year in which the Closing occurs exceeds the amount of Reimbursable Expenses paid by Seller for such year (or greater than the amount which Seller is entitled to recover under the terms of the Leases or other agreements), then Seller shall remit such excess amounts to Purchaser. Upon receipt of such excess amounts, Purchaser shall be thereafter obligated to promptly remit the applicable portion to the particular tenants or other parties entitled thereto, if and to the extent required by the applicable leases; and Purchaser shall indemnify, defend and hold Seller, its members, their partners, and their respective directors, trustees, officers, employees and agents, and each of them, harmless from and against any losses, claims, damages and liabilities, including, without limitation, reasonable attorneys’ fees and expenses incurred in connection therewith, arising out of or resulting from Purchaser’s failure to remit any amounts actually received from Seller to tenants or other parties in accordance with the provisions hereof.

For the Calendar Year of the Closing. At To the extent collected by Nine Penn Owner prior to Closing, Tenant Reimbursements collected paid by tenants under the Assignable Leases for the calendar month in which the Closing occurs shall be prorated between Purchaser and Seller based on the basis of the number of days of such month the Property Membership Interests will have been owned by Purchaser and Seller, respectively. HoweverAt Closing, there Purchaser shall receive a credit for all Tenant Reimbursements paid by tenants under the Assignable Leases for the period following the calendar month in which the Closing occurs, to the extent collected by Nine Penn Owner prior to Closing. There shall be no proration of any such Tenant Reimbursements which are delinquent as of Closing. RatherTenant Reimbursements collected on or after the Closing Date shall be applied first to the month of Closing, then to any delinquency existing for the period thereafter and then to any delinquency for the period prior to Closing. Purchaser shall cause any such delinquent Tenant Reimbursements for applicable to the period prior to Closing to be remitted to Seller if, as as, and when collected. If Seller receives any Tenant Reimbursements following Closing, then Seller shall cause any Tenant Reimbursements applicable to the period following Closing to be remitted to Purchaser if, as, and when collected by Seller. At Closing, Seller shall deliver to Purchaser a schedule of all delinquent Tenant Reimbursements. In the event any delinquent Tenant Reimbursements are omitted from such delinquent Reimbursementsschedule, Seller shall not be deemed to have waived its rights to such amounts. Purchaser shall cause Nine Penn Owner to include the amount of delinquent Tenant Reimbursements in the first bills thereafter submitted to the tenants or other parties in question after the Closing, and shall continue to do so for two three (23) months thereafter. Purchaser shall promptly deliver to Seller a copy of each such xxxx submitted to tenants or other partiestenants. After such two three (23) month periodperiod following Closing, Seller may Purchaser will cause Nine Penn Owner to use commercially reasonable efforts to pursue remedies directly against delinquent Reimbursement Parties (tenants, but may not shall in no event be obligated to xxx to evict or otherwise dispossess tenants), provided that Seller such tenants and shall not initiate or be required to continue to pursue any such remedies against Reimbursement Parties unless such tenants after the date that is eighteen (a18) months after the Reimbursement Delinquencies, when aggregated with the Tenant Delinquencies, are in excess of the Minimum Collection Amount, and Closing Date. Not later than ninety (ii90) Seller indemnifies Purchaser for any claims or liabilities arising or accruing for periods prior to Closing under the Lease or other agreement with any such Reimbursement Party. Within 90 days after the end of the calendar year in which Closing occurs, Seller Purchaser shall determine the Tenant Reimbursements paid to Seller Nine Penn Owner by tenants and Reimbursable Owner Expenses incurred by Seller for the portion of the calendar year in which the Closing occursoccurs that Seller owned the Membership Interests. Seller shall provide to Purchaser the information necessary to make such determination. If the amount of Tenant Reimbursements collected by Seller Nine Penn Owner for such year is less than the amount of Reimbursable Owner Expenses paid by Seller for such year (or less than the amount which Seller is entitled to recover under the terms of the Leases and other applicable agreements)year, then the difference shall be prorated between Seller and Purchaser in accordance with this Section and Purchaser shall promptly remit the applicable portion of such difference to Seller if, as and to the extent actually collected, but not otherwiseSeller. If the amount of Tenant Reimbursements collected by Seller Nine Penn Owner for the calendar year in which the Closing occurs exceeds the amount of Reimbursable Owner Expenses paid by Seller for such year (or greater than the amount which Seller is entitled to recover under the terms of the Leases or other agreements)year, then the excess shall be prorated between Seller and Purchaser in accordance with this Section and Seller shall promptly remit the applicable portion of such excess amounts to Purchaser. Upon receipt of such excess amounts, Purchaser shall be thereafter obligated to promptly remit the applicable portion to the particular tenants or other parties entitled thereto, if and to the extent required by the applicable leases; and . Purchaser shall indemnify, defend and hold Seller and Seller, its members, their partners, and their respective directors, trustees, officers, employees and agents, and each of them, ’s Affiliates harmless from and against any losses, claims, damages and liabilities, including, without limitation, reasonable attorneys’ fees and expenses incurred in connection therewith, arising out of or resulting from Purchaser’s failure to remit any amounts actually received from Seller to tenants or other parties in accordance with the provisions hereof. The provisions of this Section 4.4.1 shall survive Closing.

For the Calendar Year of the Closing. At To the extent collected by Seller prior to Closing, Tenant Reimbursements collected paid by tenants under the Assignable Leases for the calendar month applicable lease reconciliation periods in which the Closing occurs shall be prorated between Purchaser and Seller based on the basis of the number of days of such month applicable lease reconciliation periods the Property will have been owned by Purchaser and Seller, respectively. However, there There shall be no proration of any such Tenant Reimbursements which are delinquent as of Closing. RatherTenant Reimbursements collected on or after the Closing Date shall be applied to such period as the tenant may direct, or if there is no such direction, first to the month of Closing, then to any delinquency existing for the period thereafter and then to any delinquency for the period prior to Closing. Purchaser shall cause any such delinquent Tenant Reimbursements for applicable to the period prior to Closing to be remitted to Seller if, as as, and when collected. At Closing, Seller shall deliver to Purchaser a schedule of all delinquent Tenant Reimbursements. In the event any delinquent Tenant Reimbursements are omitted from such delinquent Reimbursementsschedule, Seller shall not be deemed to have waived its rights to such amounts. Purchaser shall include the amount of delinquent Tenant Reimbursements in the first bills thereafter submitted to the tenants or other parties in question after the Closing, and shall continue to do so for two three (23) months thereafter. Purchaser shall promptly deliver to Seller a copy of each such xxxx bxxx submitted to tenants or other partiestenants. After such two three (23) month period, Seller may pursue remedies directly against delinquent Reimbursement Parties (tenants, but may not xxx sxx to evict or otherwise dispossess such tenants), provided that Seller shall not initiate or pursue any remedies against Reimbursement Parties unless . Not later than one hundred twenty (a120) the Reimbursement Delinquencies, when aggregated with the Tenant Delinquencies, are in excess of the Minimum Collection Amount, and (ii) Seller indemnifies Purchaser for any claims or liabilities arising or accruing for periods prior to Closing under the Lease or other agreement with any such Reimbursement Party. Within 90 days after the end of the calendar year in which Closing occurs, Seller Purchaser shall determine the Tenant Reimbursements paid to Seller by tenants and Reimbursable Seller Expenses incurred by Seller for the portion of the calendar year in which the Closing occursoccurs that Seller owned the Property. Seller shall provide to Purchaser the information necessary to make such determination. If the amount of Tenant Reimbursements collected by Seller for such year is less than the amount of Reimbursable Seller Expenses paid by Seller for such year (or less than the amount which Seller is entitled to recover under the terms of the Leases and other applicable agreements)year, then Purchaser shall promptly remit the difference to Seller if, as and to the extent actually collected, but not otherwiseSeller. If the amount of Tenant Reimbursements collected by Seller for the calendar year in which the Closing occurs exceeds the amount of Reimbursable Seller Expenses paid by Seller for such year (or greater than the amount which Seller is entitled to recover under the terms of the Leases or other agreements)year, then Seller shall remit such excess amounts to Purchaser. Upon receipt of such excess amounts, Purchaser shall be thereafter obligated to promptly remit the applicable portion to the particular tenants or other parties entitled thereto, if and to the extent required by the applicable leases; and . Purchaser shall indemnify, defend and hold Seller and Seller, its members, their partners, and their respective directors, trustees, officers, employees and agents, and each of them, ’s Affiliates harmless from and against any losses, claims, damages and liabilities, including, without limitation, reasonable attorneys’ fees and expenses incurred in connection therewith, arising out of or resulting from Purchaser’s failure to remit any amounts actually received from Seller to tenants or other parties in accordance with the provisions hereof. The provisions of this Section 4.4.1 shall survive Closing.

For the Calendar Year of the Closing. At Closing, Tenant Reimbursements collected payable by tenants under the Leases for the calendar month in which the Closing occurs shall be prorated on the basis of the number of days of such month the Property will have been owned by Purchaser and Seller, respectively. However, there shall be no proration of any such Tenant Reimbursements which are delinquent as of Closing. Rather, Purchaser shall cause any such delinquent Tenant Reimbursements for the period prior to Closing to be remitted to Seller if, as and when collected; each such payment to be applied to the most recently accrued obligations first until Purchaser is current on all rent which is then due and payable. If any Tenant Reimbursements are received by Seller subsequent to the Closing that are payable to Purchaser by reason of this Agreement, Seller shall promptly pay such amounts to Purchaser. At Closing, Seller shall deliver to Purchaser a schedule of all such delinquent Tenant Reimbursements. Purchaser Purchaser’s sole obligation with respect to the collection of the delinquent Tenant Reimbursements shall be to include the amount of delinquent Tenant Reimbursements in the first bills thereafter submitted to the tenants or other parties in question after Closing, and shall to continue to do so for two (2) months thereafter. Purchaser shall promptly deliver to Seller a copy of each such xxxx bxxx submitted to tenants or other partiestenants. After such two (2) month period, Seller may pursue remedies directly against delinquent Reimbursement Parties (tenants, but may not xxx sxx to evict or otherwise dispossess such tenants), provided that Seller shall not initiate or pursue any remedies against Reimbursement Parties unless (a) the Reimbursement Delinquencies, when aggregated with the Tenant Delinquencies, are in excess of the Minimum Collection Amount, and (ii) Seller indemnifies Purchaser for any claims or liabilities arising or accruing for periods prior to Closing under the Lease or other agreement with any such Reimbursement Party. Within 90 ninety (90) days after the end of the calendar year in which Closing occurs, Seller shall determine Tenant Reimbursements paid to Seller by tenants and Tenant Reimbursable Expenses incurred by Seller prior to Closing for the calendar year in which the Closing occurs. If the amount of Tenant Reimbursements collected by Seller for such year is less than the amount of Tenant Reimbursable Expenses paid by Seller for such year (or less than the amount which Seller is entitled to recover under the terms of the Leases and other applicable agreementsLeases), then Purchaser shall promptly remit the difference to Seller if, as and to the extent actually collectedcollected from the tenants, but not otherwise. If the amount of Tenant Reimbursements collected by Seller for the calendar year in which the Closing occurs exceeds the amount of Tenant Reimbursable Expenses paid by Seller for such year (or greater than the amount which Seller is entitled to recover under the terms of the Leases or other agreementsLeases), then Seller shall remit such excess amounts to Purchaser. Upon receipt of such excess amounts, Purchaser shall be thereafter obligated to promptly remit the applicable portion to the particular tenants or other parties entitled thereto, if and to the extent required by the applicable leases; and Purchaser shall indemnify, defend and hold Seller, its members, their constituent members or partners, and their its respective directors, trustees, officers, employees and agents, and each of them, harmless from and against any losses, claims, damages and liabilities, including, without limitation, reasonable attorneys’ fees and expenses incurred in connection therewith, arising out of or resulting from Purchaser’s failure to remit any amounts actually received from Seller to tenants or other parties in accordance with the provisions hereof.

For the Calendar Year of the Closing. At To the extent collected by Sellers prior to Closing, Tenant Reimbursements collected paid by tenants under the Assignable Leases for the calendar month in which the Closing occurs shall be prorated between Purchaser and Sellers based on the basis of the number of days of such month the Property will have been owned by Purchaser and SellerSellers, respectively. However, there There shall be no proration of any such Tenant Reimbursements which are delinquent as of Closing. RatherTenant Reimbursements collected on or after the Closing Date shall be applied to such period as the tenant may direct, or if there is no such direction, first to the month of Closing, then to any delinquency existing for the period thereafter and then to any delinquency for the period prior to Closing. Purchaser shall cause any such delinquent Tenant Reimbursements for applicable to the period prior to Closing to be remitted to Seller Sellers if, as as, and when collected. At Closing, Seller Sellers shall deliver to Purchaser a schedule of all delinquent Tenant Reimbursements. In the event any delinquent Tenant Reimbursements are omitted from such delinquent Reimbursementsschedule, Sellers shall not be deemed to have waived their rights to such amounts. Purchaser shall include the amount of delinquent Tenant Reimbursements in the first bills thereafter submitted to the tenants or other parties in question after the Closing, and shall continue to do so for two three (23) months thereafter. Purchaser shall promptly deliver to Seller Sellers a copy of each such xxxx submitted to tenants or other partiestenants. After such two three (23) month period, Seller Sellers may pursue remedies directly against delinquent Reimbursement Parties (tenants, but may not xxx to evict or otherwise dispossess such tenants), provided that Seller shall not initiate or pursue any remedies against Reimbursement Parties unless . Not later than ninety (a90) the Reimbursement Delinquencies, when aggregated with the Tenant Delinquencies, are in excess of the Minimum Collection Amount, and (ii) Seller indemnifies Purchaser for any claims or liabilities arising or accruing for periods prior to Closing under the Lease or other agreement with any such Reimbursement Party. Within 90 days after the end of the calendar year in which Closing occurs, Seller Purchaser shall determine the Tenant Reimbursements paid to Sellers by tenants and Seller and Reimbursable Expenses incurred by Seller for the portion of the calendar year in which the Closing occursoccurs that Sellers owned the Property. Sellers shall provide to Purchaser the information necessary to make such determination. If the amount of Tenant Reimbursements collected by Seller Sellers for such year is less than the amount of Reimbursable Seller Expenses paid by Seller for such year (or less than the amount which Seller is entitled to recover under the terms of the Leases and other applicable agreements)year, then Purchaser shall promptly remit the difference to Seller if, as and to the extent actually collected, but not otherwiseSellers. If the amount of Tenant Reimbursements collected by Seller Sellers for the calendar year in which the Closing occurs exceeds the amount of Reimbursable Seller Expenses paid by Seller Sellers for such year (or greater than the amount which Seller is entitled to recover under the terms of the Leases or other agreements)year, then Seller Sellers shall remit such excess amounts to Purchaser. Upon receipt of such excess amounts, Purchaser shall be thereafter obligated to promptly remit the applicable portion to the particular tenants or other parties entitled thereto, if and to the extent required by the applicable leases; and . Purchaser shall indemnify, defend and hold Seller, its members, their partners, Sellers and their respective directors, trustees, officers, employees and agents, and each of them, Sellers’ Affiliates harmless from and against any losses, claims, damages and liabilities, including, without limitation, reasonable attorneys’ fees and expenses incurred in connection therewith, arising out of or resulting from Purchaser’s failure to remit any amounts actually received from Seller Sellers to tenants or other parties in accordance with the provisions hereof. The provisions of this Section 4.4.1 shall survive Closing.

For the Calendar Year of the Closing. At Closing, Tenant Reimbursements collected payable by tenants under the Leases for the calendar month in which the Closing occurs shall be prorated on the basis of the number of days of such month the Property will have been owned by Purchaser and Seller, respectively. However, there shall be no proration of any such Tenant Reimbursements which are delinquent as of Closing. Rather, Purchaser shall cause any such delinquent Tenant Reimbursements for the period prior to Closing to be remitted to Seller if, as, and when collected. Additionally, there shall be no proration of any Tenant Reimbursements that a tenant under a Lease delivers to either Purchaser or Seller that such tenant has identified, at the time of such delivery, as constituting payment of a Tenant Reimbursement due for a month or other period of time prior to Closing. If Purchaser receives any such Tenant Reimbursements, Purchaser shall cause such Tenant Reimbursements to be remitted to Seller if, as, and when collected. At Closing, Seller shall deliver to Purchaser a schedule of all such delinquent Tenant Reimbursements. Purchaser shall include the amount of delinquent Tenant Reimbursements in the first bills thereafter submitted to the tenants or other parties in question after Closing, and shall continue to do so for two (2) months thereafter. Purchaser shall promptly deliver to Seller a copy of each such xxxx submitted to tenants or other partiestenants. After such two (2) month period, Seller may pursue remedies directly against delinquent Reimbursement Parties (tenants, but may not xxx to evict or otherwise dispossess such tenants). Purchaser shall have no obligation to institute any litigation or incur any out-of-pocket costs to collect any such delinquent Tenant Reimbursements. Except as otherwise expressly set forth in this Section 4.4.1, provided any amounts of delinquent Tenant Reimbursements collected by Purchaser after Closing from payments made by tenants will be applied first to charges as are due and payable or delinquent for the period from and after the Closing Date. In order to enable Purchaser to make any year-end reconciliations of Tenant Reimbursements, after the end of the calendar year in which the Closing occurs, (i) Seller shall determine the Tenant Reimbursable Expenses incurred by Seller for the portion of the calendar year in which the Closing occurs that Seller shall not initiate or pursue any remedies against Reimbursement Parties unless owned the Property (a“Seller’s Actual Tenant Reimbursable Expenses”) the Reimbursement Delinquencies, when aggregated with and the Tenant Delinquencies, are in excess Reimbursements paid to Seller by tenants during the portion of the Minimum Collection Amountcalendar year in which the Closing occurs that Seller owned the Property (“Seller’s Actual Tenant Reimbursements”), and (ii) Seller indemnifies Purchaser shall determine the Tenant Reimbursable Expenses incurred by Purchaser for any claims the portion of the calendar year in which the Closing occurs that Purchaser owned the Property and the Tenant Reimbursements paid to Purchaser by tenants during the portion of the calendar year in which the Closing occurs that Purchaser owned the Property. On or liabilities arising or accruing for periods prior to Closing under before the Lease or other agreement with any such Reimbursement Party. Within 90 date that is one hundred twenty (120) days after the end of the calendar year in which the Closing occurs, Seller shall determine Reimbursements paid to Seller deliver Seller’s Actual Tenant Reimbursable Expenses, Seller’s Actual Tenant Reimbursements, and a statement calculating the difference between the two (i.e., establishing that Seller’s Actual Tenant Reimbursable Expenses incurred by Seller for the calendar year in which the Closing occurs. If the amount of Reimbursements collected by Seller for such year is less than the amount of Reimbursable Expenses paid by Seller for such year (were either more or less than Seller’s Actual Tenant Reimbursements) and any back-up documentation as Purchaser may reasonably request (“Seller’s Reconciliation Statement”) to Purchaser; provided, however, that if Purchaser has transferred its interest in the Property to a successor in interest or assignee prior to such date, then, on or before the transfer of its interest in the Property, Purchaser shall (i) expressly obligate such a successor in interest or assignee to be bound by the provisions of this Section 4.4.1, and (ii) deliver written notice of such transfer to Seller, and thereafter Seller shall make the deliveries specified above to Purchaser’s successor in interest or assignee. Seller’s Reconciliation Statement shall be final and binding for purposes of this Agreement. Any amount which due Seller is entitled to recover under (in the terms of event Seller’s Actual Tenant Reimbursements are less than Seller’s Actual Tenant Reimbursable Expenses) or Purchaser (in the Leases and other applicable agreementsevent Seller’s Actual Tenant Reimbursements are more than Seller’s Actual Tenant Reimbursable Expenses), then as the case may be, shall be paid by Purchaser shall promptly remit the difference to Seller ifor by Seller to Purchaser, as and to the extent actually collectedcase may be, but not otherwise. If the amount within thirty (30) days after delivery of Reimbursements collected by Seller for the calendar year in which the Closing occurs exceeds the amount of Reimbursable Expenses paid by Seller for such year (or greater than the amount which Seller is entitled to recover under the terms of the Leases or other agreements), then Seller shall remit such excess amounts Seller’s Reconciliation Statement to Purchaser. Upon receipt of If Purchaser is paid any such excess amountsamount, Purchaser thereafter shall be thereafter obligated to promptly remit the applicable portion to the particular tenants or other parties entitled thereto, if and to the extent required by the applicable leases; and . Purchaser shall indemnify, defend defend, and hold Seller, its membersmanager, their its constituent members or partners, and their such parties’ respective managers, members, partners, directors, trustees, officers, employees employees, and agents, and each of them, harmless from and against any losses, claims, damages damages, and liabilities, including, without limitation, reasonable attorneys’ fees and expenses incurred in connection therewith, arising out of or resulting from Purchaser’s failure to remit any amounts actually received from Seller to tenants or other parties in accordance with the provisions hereof. With respect to each item of Seller’s Actual Reimbursable Expense that is being prorated pursuant to this Section 4.4.1 and Sections 4.7, Seller will make available to Purchaser during regular business hours Seller’s records relating to such items for inspection or audit by Purchaser or its representatives.