Common use of Overage Rents Clause in Contracts

Overage Rents. The following proration principles shall apply to the proration of overage rents, which shall include percentage rents, consumer price index escalation payments and other similar rental payments in excess of fixed, minimum and base rents under the Leases, whether finally determined before or after the expiration of the relevant fiscal years under the respective Leases. Overage rents shall be separately prorated under each Lease on the basis of the fiscal year set forth in such Lease for the payment of overage rents. All interim overage rent payments made before the Closing Date shall be retained by Seller until year-end adjustment and determination of Seller's allocable share thereof, except that interim payments received by either party for the month in which the Closing Date occurs shall be prorated between Seller and Buyer based upon the number of days in that month occurring prior to the Closing Date, and the party receiving the interim payment shall remit to or credit, as the case may be, the other party its proportionate share for such month. All amounts received by Buyer on or after the Closing Date as interim payments of overage rents shall be retained by Buyer until year-end adjustment and determination of Seller's allocable share thereof. Upon final determination of overage rents collected from a tenant for the fiscal year under its Lease in which the Closing Date occurs, Seller and Buyer shall adjust between themselves amounts collected for such fiscal year on account of overage rents, and Seller's allocable share of such overage rents shall be equal to an amount determined by multiplying total overage rents collected for such fiscal year by a fraction whose numerator is the number of days in such fiscal year before the Closing Date, and whose denominator is the total number of days in such fiscal year. Buyer shall furnish Seller with financial statements and work sheets, to the extent received from the tenant, indicating the sales and percentage rent figures for each tenant for all relevant periods. Within fifteen (15) days after final determination and collection of overage rents collected from any tenant for the fiscal year in which the Closing Date occurs, Buyer shall remit to Seller its allocable share, less interim payments previously retained by Seller, if any. If Seller has retained amounts in excess of its allocable share, Seller, within fifteen (15) days after notice from Buyer of the excess owed Buyer, remit such excess to Buyer. Any overage rents with respect to Leases terminated before the Closing Date shall belong entirely to Seller, and Buyer shall remit to Seller all payments to Buyer after the Closing Date on account of such overage rents. Any overage rents with respect to Leases commencing on or after the Closing Date shall belong entirely to Buyer. If any overage rents are collected subsequent to the year-end reconciliation between Buyer and Seller which are allocable to the year in which Closing occurs, the party collecting such amount shall immediately pay to the other party its allocable share.

Overage Rents. The following proration principles Overage rents to be prorated under this Subparagraph 6.C. shall apply to the proration of overage rentsinclude, which shall include percentage rentsbut not be limited to, consumer price index escalation payments operating expenses and other similar rental payments in excess of fixed, minimum and base rents under the Tenant Leases, whether finally determined before or after the expiration of the relevant fiscal years under the respective various Tenant Leases. Overage rents shall be separately prorated under each Tenant Lease on the basis of the fiscal year set forth in such each Tenant Lease for the payment of overage rents. All interim overage rent payments made before the Closing Date shall be retained by Seller until year-end adjustment and determination of Seller's allocable share thereof, except that Any interim payments received by either party for the month in which the Closing Date occurs shall be prorated as between Seller and Buyer Purchaser based upon the number of days in that month occurring prior to before the Closing Date, and the party receiving the interim payment shall remit to (if received on or credit, as after the case may be, Closing Date) or credit (if received before the Closing Date) the other party its proportionate share for such month. All amounts received by Buyer on or after the Closing Date as interim payments of overage rents shall be retained by Buyer until year-end adjustment and determination of Seller's allocable share thereofshare. Upon final determination of overage rents collected from owed by a tenant for the under its Tenant Lease relating to any fiscal year under its Lease in which Seller owned the Closing Date occursProperty for all or a portion of such fiscal year, Seller and Buyer Purchaser shall adjust between themselves amounts collected owed for such fiscal year on account of overage rents, and Seller's allocable share of such overage rents shall be equal to an amount determined by multiplying the total amount of overage rents collected for such fiscal year owed by tenants by a fraction whose the numerator of which is the number of calendar days in such fiscal year before in which Seller owned the Closing DateProperty, and whose the denominator of which is the total number of calendar days in such fiscal year. Buyer Purchaser shall furnish Seller with financial statements and work sheets, to the extent received from the tenant, indicating the sales and percentage overage (percentage) rent figures for each tenant for all relevant periods. Within fifteen five (155) days after final determination and collection of overage rents collected from any tenant for the fiscal year in which the Closing Date occursthereof, Buyer Purchaser shall remit to Seller its allocable share, less interim payments previously retained by Seller, if any. If Seller has retained amounts in excess of its allocable share, Seller, within fifteen (15) days after notice from Buyer of the excess owed Buyer, remit such excess to Buyer. Any overage rents with respect to Tenant Leases terminated before the Closing Date shall belong entirely to Seller, and Buyer Purchaser shall remit to Seller all payments made to Buyer Purchaser after the Closing Date on account of such overage rents. Any overage rents with respect to Tenant Leases commencing on or after the Closing Date shall belong entirely to Buyer. If any overage rents are collected subsequent to the year-end reconciliation between Buyer and Seller which are allocable to the year in which Closing occurs, the party collecting such amount shall immediately pay to the other party its allocable sharePurchaser.

Overage Rents. The following proration principles shall apply to the proration of overage rents, which shall include percentage rents, consumer price index escalation payments and other similar rental payments in excess of fixed, minimum and base rents under the Leases, whether finally determined before or after the expiration of the relevant fiscal years under the respective Leases. Overage rents Rents shall be separately prorated as of the Adjustment Time in the manner provided in this Section 6.4.3. Such proration shall be made on a Tenant Lease-by-Tenant Lease basis and shall be based upon the total annual Overage Rents due under each Lease on the basis of the fiscal year set forth in such Tenant Lease for the payment of overage rentscalendar year or the appropriate fiscal year as applicable under such Tenant Lease. All interim overage rent payments made before The actual fiscal year for Overage Rents under each Tenant Lease during which the Closing Date shall be retained by Seller until yearoccurs is hereinafter referred to as the "Applicable Overage Rent Year." Non-end adjustment and determination of Seller's allocable share thereof, except that interim payments received by either party delinquent Overage Rent collections for the month in which the Closing Date occurs shall be prorated between Seller and Buyer based upon in the number same manner as other Rents. Subject to the preceding sentence, to the extent a Tenant makes advance monthly installments or other interim payments on account of days in that month occurring projected Overage Rents, Contributors shall initially retain all such advance monthly installments or other interim payments of projected Overage Rents received by Property Owner or Property Owner's Property Manager on or prior to the Closing Date, Date and the party receiving the interim payment CBL/OP shall remit to initially retain all such advance monthly installments or credit, as the case may be, the other party its proportionate share for such month. All amounts received by Buyer on or after the Closing Date as interim payments of overage rents projected Overage Rents received by CBL/OP following Closing. Upon the expiration of the Applicable Overage Rent Year and the determination of the actual Overage Rents due for the Applicable Overage Rent Year, CBL/OP and Contributors shall prorate the Overage Rents for the Applicable Overage Rents Year as follows: (a) Contributors shall be retained by Buyer until year-end adjustment and determination entitled to the portion of Seller's allocable share thereof. Upon final determination of overage rents collected the total annual Overage Rents due from a tenant each Tenant for the fiscal year under its Lease in which the Closing Date occurs, Seller and Buyer shall adjust between themselves amounts collected for such fiscal year on account of overage rents, and Seller's allocable share of such overage rents shall be Applicable Overage Rent Year equal to an amount determined the product obtained by multiplying such total overage rents collected for such fiscal year annual Overage Rents by a fraction, the numerator of which fraction whose numerator is the number of days in such fiscal year before the Closing Date, and whose denominator is the total number amount of days in such fiscal year. Buyer shall furnish Seller with financial statements Operating Expenses incurred by Property Owner and work sheets, the Company which are to the extent received from the tenant, indicating the sales and percentage rent figures for each tenant for all relevant periods. Within fifteen (15) days after final determination and collection of overage rents collected from any tenant be reimbursed by Tenants through Overage Rent for the fiscal year in which the Closing Date occurs, Buyer shall remit to Seller its allocable share, less interim payments previously retained by Seller, if any. If Seller has retained amounts in excess of its allocable share, Seller, within fifteen (15) days after notice from Buyer portion of the excess owed Buyer, remit such excess to Buyer. Any overage rents with respect to Leases terminated before Applicable Overage Rent Year preceding the Closing Date shall belong entirely to Seller, Adjustment Time and Buyer shall remit to Seller all payments to Buyer after the Closing Date on account denominator of such overage rents. Any overage rents with respect to Leases commencing on or after which fraction is the Closing Date shall belong entirely to Buyer. If any overage rents are collected subsequent to total amount of Operating Expenses incurred by Property Owner and the year-end reconciliation between Buyer and Seller Company which are allocable to be reimbursed by Tenants through Overage Rent for the year in which Closing occurs, the party collecting such amount shall immediately pay to the other party its allocable share.Applicable Overage Rent Year; and

Overage Rents. The following proration principles Subject to Section 6.2(j) of this Agreement, Seller shall apply be entitled to all Overage Rents which are due or past due or not yet due but accrued under the terms of the Leases, prorated to the proration Closing Date, regardless of overage rentswhen such payments are actually made. “Overage Rents” to be prorated hereunder shall include, which shall include but not be limited to, percentage rents, consumer price index escalation payments and other similar rental payments in excess of fixed, minimum and base rents under the Leases, whether finally determined before or after the expiration of the relevant fiscal years under the respective various Leases. Overage rents Rents shall be separately prorated under each Lease on the basis of the fiscal year set forth in such each Lease for the payment of overage rentsOverage Rents. All The foregoing notwithstanding, Overage Rents shall not be credited at Closing, but shall instead be adjusted and paid, subject to collection from tenants, at the year-end adjustment. Any interim overage rent Overage Rent payments made before the Closing Date shall be retained by Seller until year-end adjustment and determination of Seller's each party’s allocable share thereof, except that interim payments received by either party for the month in which the Closing Date occurs shall be prorated between Seller and Buyer based upon the number of days in that month occurring prior to the Closing Date, and the party receiving the interim payment shall remit to or credit, as the case may be, the other party its proportionate share for such month. All Any amounts received by Buyer Purchaser on or after the Closing Date as interim payments of overage rents shall be retained by Buyer Purchaser until year-end adjustment and determination of Seller's ’s allocable share thereof. Upon final determination of overage rents collected from Overage Rents owed by a tenant under its Lease for the fiscal year under its that Lease in which the Closing Date occurs, Seller and Buyer Purchaser shall adjust between themselves amounts collected owed for such fiscal year on account of overage rentsOverage Rents, and Seller's ’s allocable share of such overage rents Overage Rents shall be equal to an amount determined by multiplying total overage rents collected for such fiscal year Overage Rents owed by a the fraction whose numerator is the number of days in such fiscal year before until the Closing Date, and whose denominator is the total number of days in such fiscal year. Buyer At the end of the fiscal year for each Lease for which Overage Rents are due from a tenant, Purchaser shall promptly xxxx the amounts due, if necessary. To the extent received by Purchaser under the applicable Lease, Purchaser shall furnish Seller with financial statements and work sheets, to the extent received from the tenant, indicating the sales and percentage rent Overage Rent figures for each tenant for all relevant periods. Within fifteen (15) days after final determination and collection of overage rents collected from any tenant for the fiscal year in which the Closing Date occurscollection, Buyer Purchaser shall remit to Seller its allocable share, less interim payments previously retained by Seller, if any; provided, however, in no event shall Purchaser be obligated to remit any amounts payable to Seller as provided in this sentence unless actually collected from the applicable tenants. If Seller has retained amounts in excess of its allocable share, SellerSeller shall, within fifteen (15) days after notice from Buyer Purchaser of the excess owed BuyerPurchaser, remit such excess to BuyerPurchaser. Any overage rents Overage Rents with respect to Leases terminated before the Closing Date shall belong entirely to Seller, and Buyer Purchaser shall remit to Seller all payments made to Buyer Purchaser on or after the Closing Date on account of such overage rentsOverage Rents. Any overage rents Overage Rents with respect to Leases commencing on or after the Closing Date shall belong entirely to Buyer. If any overage rents are collected subsequent to the year-end reconciliation between Buyer and Seller which are allocable to the year in which Closing occurs, the party collecting such amount shall immediately pay to the other party its allocable sharePurchaser.