Common use of Prepayments on Estimates Clause in Contracts

Prepayments on Estimates. The Vendor and Purchaser agree that: (a) some of the Rent payable by the Tenants may be based on an estimate made by the Vendor on the basis that, once the actual amounts are known, subsequent adjustment will occur between the Vendor and the Tenants in accordance with the Leases; (b) the parties must co-operate to calculate as soon as possible after Completion: (1) each subsequent adjustment with the Tenants in relation to the estimated Rent; and (2) the respective proportions of that adjustment which are payable by or receivable by the Vendor and the Purchaser on the basis of the principles contained in clause 7.5(e); (c) the Purchaser must deliver to the Vendor: (1) at the same time that it is supplied to the Tenants all information supplied to each Tenant as to the actual Rent for the relevant period; and (2) within 60 days from the end of the accounting period an audited statement setting out the full and accurate details of actual Rent for the period ending on the Completion Date; (d) to enable the adjustments referred to in clause 7.5(b) and to enable the Purchaser to prepare the audited statement referred to in clause 7.5(c)(2), the Vendor must provide to the Purchaser as soon as possible (and in any event within 3 months) after Completion: (1) a breakdown of all amounts of Rent invoiced to Tenants; and (2) copies of all invoices relating to recoverable outgoings charged to Tenants by the Vendor, during the period of Vendor's ownership of the Property for the relevant accounting period; (e) the calculations referred to in clause 7.5(b) will be made on the basis that: (1) the Vendor's proportion of each adjustment is the proportion of the total amount being adjusted that the number of days from the start of the relevant accounting period up to and including the date of Completion bears to the total number of days in the relevant accounting period; and (2) the Purchaser's proportion of each adjustment is the proportion of the total amount being adjusted that the number of days from the date of Completion up to the end of the relevant accounting period bears to the total number of days in the relevant accounting period; (f) within 14 days after receipt of a notice from the Purchaser, the Vendor must pay to the Purchaser the Vendor’s proportion of any amount due to a Tenant as a result of the calculation made under clause 7.5(b); (g) if any amount must be paid to a Tenant as a result of the calculation made under clause 7.5(b), the Purchaser must pay that amount to that Tenant within the time provided under the relevant Lease; (h) if an amount must be paid by a Tenant as a result of the calculation made under clause 7.5(b), the Purchaser must co-operate to recover that amount and must account to the Vendor for the Vendor's proportion of the amount received within 14 days of finalisation of the calculation by the parties; and (i) the Vendor must provide all other information and all reasonable assistance as may be required by the Purchaser to enable the Purchaser to undertake the calculations, audit and adjustments contemplated under this clause 7.5.

Prepayments on Estimates. The Vendor and Purchaser agree that: (a) some of the Rent payable by the Tenants may be based on an estimate made by the Vendor on the basis that, once the actual amounts are known, subsequent adjustment will occur between the Vendor and the Tenants in accordance with the Leases; (b) the parties must co-operate to calculate as soon as possible after Completion: (1) each subsequent adjustment with the Tenants in relation to the estimated Rent; and (2) the respective proportions of that adjustment which are payable by or receivable by the Vendor and the Purchaser on the basis of the principles contained in clause 7.5(e); (c) the Purchaser must deliver to the Vendor: (1) at the same time that it is supplied to the Tenants all information supplied to each Tenant as to the actual Rent for the relevant period; and (2) within 60 days from the end of the accounting period an audited statement setting out the full and accurate details of actual Rent for the period ending on the Completion Date; (d) to enable the adjustments referred to in clause 7.5(b) and to enable the Purchaser to prepare the audited statement referred to in clause 7.5(c)(2), the Vendor must provide to the Purchaser as soon as possible (and in any event within 3 months) after Completion: (1) a breakdown of all amounts of Rent invoiced to Tenants; and (2) copies of all invoices relating to recoverable outgoings charged to Tenants by the Vendor, during the period of Vendor's ownership of the Property for the relevant accounting period; (e) the calculations referred to in clause 7.5(b) will be made on the basis that: (1) the Vendor's proportion of each adjustment is the proportion of the total amount being adjusted that the number of days from the start of the relevant accounting period up to and including the date of Completion bears to the total number of days in the relevant accounting period; and (2) the Purchaser's proportion of each adjustment is the proportion of the total amount being adjusted that the number of days from the date of Completion up to the end of the relevant accounting period bears to the total number of days in the relevant accounting period; (f) within 14 days after receipt of a notice from the Purchaser, the Vendor must pay to the Purchaser the Vendor’s proportion of any amount due to a Tenant as a result of the calculation made under clause 7.5(b); (g) if any amount must be paid to a Tenant as a result of the calculation made under clause 7.5(b), the Purchaser must pay that amount to that Tenant within the time provided under the relevant Lease; (h) if an amount must be paid by a Tenant as a result of the calculation made under clause 7.5(b), the Purchaser must co-operate to recover that amount and must account to the Vendor for the Vendor's proportion of the amount received within 14 days of finalisation of the calculation by the parties; and (i) the Vendor must provide all other information and all reasonable assistance as may be required by the Purchaser to enable the Purchaser to undertake the calculations, audit and adjustments contemplated under this clause 7.5.