Post-Closing Apportionments Sample Clauses

Post-Closing Apportionments. Seller and Purchaser agree to use reasonable efforts to calculate all apportionments required under this ARTICLE 3 (and to make the applicable payments resulting from those calculations) with respect to those items of income and expense which are not known, have not been received or cannot be accurately or finally determined on the Closing Date by no later than 60 days after the Closing Date. Each other item of income and expense which is subject to apportionment under this ARTICLE 3 but which is not known, has not been received or cannot be accurately or finally determined on the Closing Date shall be apportioned retroactive to the Closing Date, and the payment made on such apportionment within 30 days after the date that the apportionment becomes ascertainable, i.e., the date by which each party, in its good faith business judgment, has sufficient information to make the apportionment. The parties agree that each party shall have the right following Closing, on reasonable written notice to the other, from time to time to review the books and records of such other party pertaining solely to the operations of the Property to the extent necessary to confirm the amounts of adjustments payable to Seller and/or Purchaser following the Closing, and Seller and Purchaser shall instruct their respective Property managers and former Property managers to make their books and records available for this purpose. Purchaser and Seller shall cooperate as necessary following the Closing in order to promptly and in good faith discharge their respective obligations under this ARTICLE 3. Notwithstanding the foregoing, any claim for an adjustment under Section 3.1 will be valid only if made in writing with reasonable specificity within one year of the Closing Date, except in the case of items of adjustment which at the expiration of that period are subject to pending litigation or administrative proceedings. Claims with respect to items of adjustment which are subject to litigation or administrative proceedings will be valid only if made on or before the later to occur of (a) the date that is one year after the Closing Date; and (b) the date that is 180 days after a final order is issued in such litigation or administrative hearing. Both parties shall use good faith efforts to resolve any disputed claims promptly. The provisions of this ARTICLE 3 shall survive the Closing.

Post-Closing Apportionments. If any item covered by this Article cannot be apportioned because the same has not been (or cannot be) fully ascertained on the Closing Date, or if any error has been made with respect to any apportionment, such item shall be apportioned (or corrected, as applicable) as soon as the same is fully ascertained. Notwithstanding the foregoing, the parties agree that their respective rights to make or correct apportionments hereunder shall terminate 180 days after the Closing Date.

Post-Closing Apportionments. Seller and Purchaser agree to use reasonable efforts to calculate all apportionments (apportioned retroactive to the Closing Date) required under this Article 3 (and to make the applicable payments resulting from those calculations) with respect to those items of income and expense that have not been finally determined on the Closing Date by no later than 130 days after the Closing Date, other than operating expense pass-throughs that are to be determined in accordance with Section 3.1. The parties agree that each party shall have the right following Closing, on reasonable notice to the other, from time to time to review the books and records of such other party pertaining solely to the operation of the Property to the extent necessary to confirm the amounts of adjustments payable to Seller and/or Purchaser following the Closing, and Seller and Purchaser shall instruct their respective property managers and former property managers to make their books and records available for this purpose.

Post-Closing Apportionments. If any of the items described in this Section 2.4 cannot be apportioned at the Closing of the Facility because of the unavailability of information as to the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at the Closing or subsequent thereto, such items shall be apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date or the date such error is discovered, as applicable; provided that no party shall have the right to request apportionment or reapportionment of any such item at any time following the first anniversary of the Closing Date of the Facility. The obligations of the parties under this Section 2.4 shall survive until the first anniversary of the Closing Date of the Facility.