Operating Expense Pass-Throughs. Seller, as landlord under the Leases, may currently be collecting from Tenant under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, “Operating Expense Pass-Throughs”) incurred by Seller in connection with the ownership, operation, maintenance and management of the Property. If Seller has collected estimated payments of Operating Expense Pass-Throughs in excess of or in an amount less than Tenant’s share of such expenses with respect to the period during which Seller owned the Property, then the parties shall make an adjusting payment between them when the correct amounts can be determined, but in any event prior to the date that is sixty (60) days after the Closing Date, subject, however, to the following: For a period not to exceed six (6) months after the Closing Date, Purchaser shall indemnify, defend and hold Seller, as well as Asset Manager and Property Manager, free and harmless of, from and against any and all claims, demands, losses, liabilities, damages, costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred or suffered, arising out of, resulting from or in any way relating to any failure or alleged failure by Purchaser in crediting and/or reimbursing Tenant for an overpayment which overpayment is credited or reimbursed by Seller to Purchaser for further credit or reimbursement hereunder; Purchaser shall make good faith reasonable efforts to collect amounts owing from Tenant to Seller as a result of under- payment (for example, as a result of estimated expenses being less than actual expenses) and shall pay the same to Seller immediately upon (and, in any event, within thirty (30) days of) receipt but such efforts shall not limit Seller’s rights and remedies as provided in Subsection 6.1.2 above.
Operating Expense Pass-Throughs. Seller, as landlord under the Leases, is currently collecting from Tenants under the Leases additional rent over an expense stop to cover taxes, insurance, utilities, common area maintenance and other operating costs and expenses (collectively, “Operating Expense Pass-Throughs”) in connection with the ownership, operation, maintenance and management of the Subject Property. Seller and Purchaser shall each receive a debit or credit, as the case may be, for the difference between the Tenants’ collected account balance for Operating Expense Pass-Throughs and the amount of Operating Expense Pass-Throughs due to or from Tenants as of the Closing Date. Operating Expense Pass-Throughs for Seller’s period of ownership shall be reasonably estimated by the parties if final bills are not available. If Seller was overpaid by any Tenant for the period with respect to any such charges prior to Closing, Seller shall remit to Purchaser such estimated overpayment at Closing. If Seller was underpaid by any Tenant for the period with respect to any such charges prior to Closing, Seller shall receive a credit at Closing for the amount of such estimated underpayment. Any item in this Section 9(g) that is paid directly by any Tenant pursuant to its Leases shall not be prorated between the parties, and Purchaser shall look to said Tenant to pay such items. Seller and Purchaser agree to cooperate and use their good faith and diligent efforts to do a true-up and make any necessary adjustments to the proration of the Operating Expense Pass-Throughs within ninety (90) days after the calendar year end following Closing.
Operating Expense Pass-Throughs. Transferor, as landlord under the Leases, is currently collecting from Tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, “Operating Expense Pass-Throughs”) incurred by Transferor in connection with the ownership, operation, maintenance and management of the Properties. If, at Closing, it can be determined whether the estimated prepayments of Operating Expense Pass-Throughs collected by Transferor prior to Closing were in excess of or less than any Tenant’s share of such expenses actually incurred by Transferor, then Transferee shall receive a credit equal to the amount of any such excess, or if applicable, Transferor shall receive a credit equal to the amount of any such underpayment. If the actual under- or overpayments received by Transferor for Operating Expense Pass-Throughs cannot be determined at Closing, then the parties shall perform their prorations, and make adjusting payments, when the correct amount owed to or from Transferor for payments collected prior to Closing in respect of Operating Expense Pass-Throughs can be determined. If Transferor collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Transferor shall pay or credit any such amounts to Transferee at Closing.
Operating Expense Pass-Throughs. Seller, as landlord under the Leases, may currently be collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, “Operating Expense Pass-Throughs”) incurred by Seller in connection with the ownership, operation, maintenance and management of the Property. If Seller has collected estimated payments of Operating Expense Pass-Throughs in excess of or in an amount less than any tenant’s share of such expenses with respect to the period during which Seller owned the Property, then the parties shall make an adjusting payment between them when the correct amounts can be determined, but in any event prior to the date that is ninety (90) days after Closing, subject, however, to the following: Purchaser shall indemnify, defend and hold Seller, as well as Asset Manager and Property Manager, free and harmless of, from and against any and all claims, demands, losses, liabilities, damages, costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred or suffered, arising out of, resulting from or in any way relating to any failure or alleged failure by Purchaser in crediting and/or reimbursing a tenant for an overpayment which overpayment is credited or reimbursed by Seller to Purchaser for further credit or reimbursement hereunder.
Operating Expense Pass-Throughs. To the extent Seller, as landlord under the Leases, is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expense Pass-throughs") incurred by Seller in connection with the ownership, operation, maintenance and management of the Property, then the parties shall make an adjusting payment between them at Closing or when the correct amount can be determined. In either event, Purchaser shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Purchaser at Closing.
Operating Expense Pass-Throughs. The Property Entities, as landlords under the Leases, are currently collecting from tenants under the Leases additional rent to cover Taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expense Pass-Throughs") incurred by them in connection with the ownership, operation, maintenance and management of the Properties. If a Property Entity collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then if the excess can be determined by the First Closing, the applicable Transferee shall receive a credit for the excess or, if the excess cannot be determined at the First Closing, the Transferees shall receive a credit based upon an estimate. The applicable Transferee shall be responsible for crediting or repaying those amounts to the appropriate tenants. At the First Closing, the Property Entities shall pay or provide for all Operating Expense Pass-Throughs for the period through the Cutoff Date except to the extent reflected in the Proration Items.
Operating Expense Pass-Throughs. With respect to expenses of the Project which are chargeable to the tenants pursuant to the provisions of the Leases (the "CAM Charges"), Seller shall determine (1) the amount of those expenses paid or payable by Seller from January 1 in the year in which the Closing occurs through the date of Closing (or, with regard to taxes and assessments, the amount of the proration thereof charged to Seller) and (2) the amount tenants have paid to Seller from January 1 in the year in which Closing occurs until the date of Closing as the tenants' pro rata share of such tenant expenses. Buyer shall be entitled to a credit at Closing equal to the amount Seller has received as of the Closing Date as pro rata expense payments from tenants in excess of the expenses paid or payable by Seller through the Closing Date. If accurate allocations of CAM Charges cannot be made at Closing because current bills
Operating Expense Pass-Throughs. (i) Commencing on January 1, 2014, and continuing thereafter throughout the Term, Tenant shall pay Tenant’s Proportionate Share (as set forth in Section 1(i), above) of all Operating Expenses (hereinafter defined) paid or incurred by Landlord during each calendar year to the extent such costs exceed the amount of Operating Expense incurred during the Base Year (defined in Section 1(h), above). As used herein, the term “Operating Expenses” means all costs and expenses paid or incurred by Landlord in connection with the ownership, operation, repair or maintenance of the Building, the Common Areas, the Land and, subject to subsection (K), below, the Project Land and the Business Park, including without limitation, all: (A) all Taxes (hereinafter defined), (B) insurance premiums and policy deductibles paid with respect to the Building and/or the Land, including fire and extended coverage insurance and liability insurance, (C) sales, use and/or personal property taxes applicable to the Building or the Premises, including those relating to the purchase of goods and services used in connection with the operation, maintenance or repair of the Building, (D) fees or costs incurred in connection with protesting any tax assessment, (E) the cost of providing Standard Building Services (hereinafter defined) including utilities, heat and air conditioning, janitorial service and window cleaning, (F) building management costs (including management fees), (G) the cost of grass mowing, shrub care and general landscaping, irrigation systems, maintenance and repair
Operating Expense Pass-Throughs. This subparagraph shall apply if any of the Leases provide for payment of additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, “Operating Expense Pass-Throughs”) incurred by Seller in connection with the ownership, operation, maintenance and management of the Property. At Closing, Seller shall provide Buyer a credit for the following, as reasonably estimated by Buyer and Seller: all Operating Expense Pass-Throughs collected from tenants for periods prior to Closing that have not yet been finally reconciled with such tenants, less amounts validly spent on items for which such charges were collected in accordance with the Leases. Once the final amounts of the Operating Expense Pass-Throughs are known for the period in which the Closing occurs, and the final adjustments are made with the tenants under the Leases with respect thereto, Buyer shall prepare and present to Seller a calculation of the reproration of such Operating Expense Pass-Throughs, based upon the actual amount of such items for the year or other applicable fiscal period. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment to Seller of Buyer’s calculation and Seller’s approval thereof, which approval shall not be unreasonably withheld, conditioned or delayed and shall be deemed given if Buyer does not receive a notice of disapproval within ten (10) business days after require for approval. Seller may inspect Buyer’s books and records related to the Property to confirm the calculation.
Operating Expense Pass-Throughs. The Company is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, “Operating Expense Pass-throughs”) incurred in connection with the ownership, operation, maintenance and management of the Property. If the Company collected estimated prepayments of Operating Expense Pass-throughs for periods prior to the Closing Date in excess of the aggregate portion of such expenses for such periods payable by tenants, then if the aggregate net excess can be determined by the Closing, the Buyer shall receive (i) a credit for the aggregate net excess or, if the net excess cannot be determined at the Closing, or (ii) a credit based upon an estimate of the net excess, and the Buyer and the Company shall make an adjusting payment between them when the correct amount can be determined. If the Company collected estimated prepayments of Operating Expense Pass-throughs attributable to any period after the Closing, any such amounts shall be credited to the Buyer at the Closing.
