Common use of Principles of Prorations; Collections and Payments Clause in Contracts

Principles of Prorations; Collections and Payments. Subject to the prorations to be made pursuant to this Section 9.4, after the Closing Purchaser shall collect all revenues and pay all expenses with respect to the Premises, even if such revenues and expenses relate to periods before the Closing; provided however, if any Space Tenant sends payments to Seller after the Closing, Seller shall deposit such payments to its bank account and, promptly after such payment has cleared, pay to Purchaser any portion of such payment to which Purchaser is entitled under the provisions of this Section 9.4. Purchaser shall use commercially reasonable efforts consistent with prudent business practices (A) to collect on Seller’s and Purchaser’s behalf all operating expenses for the Premises which are actually paid by Seller or Purchaser and permitted to be passed through to Space Tenants as Additional Rents pursuant to the terms of each Space Tenant’s respective Space Lease with respect to the 2014 calendar year, and (B) for the first two hundred seventy (270) days from and after the Closing Date, to collect on Seller’s behalf all such other delinquencies and unpaid monetary obligations owing under the Space Leases as of the Closing Date or that relate to a period prior to the Closing Date, and in the case of each of the foregoing clauses (A) and (B), Purchaser shall pay to Seller any sums collected in connection therewith which are attributable to the period of time prior to Closing. For purposes of the immediately preceding sentence, Purchaser’s use of commercially reasonable efforts shall in no event require Purchaser to sxx a Space Tenant, terminate a Space Tenant’s Space Lease or disrupt a Space Tenant’s right to possession of its premises. To the extent such payments of any such unpaid monetary obligations are collected by Purchaser by judicial process, Purchaser may deduct from the amount owed to Seller an amount equal to the attorneys’ fees and costs actually incurred by Purchaser in collecting such unpaid monetary obligations due to Seller. Subject to the foregoing sentence, any rent or other payment collected after the Closing from any Space Tenant which owed any amounts under the Space Leases as of the Closing Date or that relates to any period prior to the Closing Date shall be applied first, to the applicable party’s unpaid monetary obligations with respect to any periods from the Closing Date through the end of the month in which such payment is made, in such order as Purchaser may elect, until such monetary obligations have been paid in full; any remaining amount of such payment shall be paid over to Seller, for application against such party’s unpaid monetary obligations with respect to any periods before the Closing Date, in such order as Seller may elect, until such unpaid monetary obligations have been paid in full; and any remaining amount of such payment shall be retained by Purchaser for application against such party’s future obligations. After the Closing Date, except as expressly provided in the immediately succeeding sentence, Seller shall have no right to bring any actions or proceedings against Space Tenants to collect any delinquencies or otherwise, and Purchaser shall be deemed to have the exclusive right, at any time after the Closing Date, to file proofs of claim and to commence or continue any actions or proceedings to collect any pre-petition rent, pre-petition additional rent, pre-petition rejection damages under Section 365 of the Bankruptcy Code, and/or post-petition administration expense claims. Notwithstanding anything contained in this Contract to the contrary, after the Closing Date, Seller shall retain the right to bring or continue actions or proceedings against the Anna’s Linens Space Tenant to collect any delinquencies to which Seller is entitled and Purchaser shall be deemed to have assigned to Seller the exclusive right with respect to the Anna’s Linens Space Tenant, at any time after the Closing Date, to file proofs of claim and commence or continue any actions or proceedings to collect any pre-petition rent, pre-petition additional rent, pre-petition rejection damages under Section 365 of the Bankruptcy Code, and/or post-petition administration expense claims, for any and all damages which arise or accrue with respect to the Anna’s Linens Space Tenant prior to the Closing Date, and to retain any sums collected in connection therewith; provided, however, Seller shall not sxx to terminate the Anna’s Linens Space Tenant’s Space Lease or right to possession of its premises. Notwithstanding the foregoing, or the provisions of Section 9.4(a) above, if any Space Tenant pays rent in arrears, rent due for such Space Tenant for the month in which the Closing occurs shall be prorated (based on the rent payable in the prior month) between Purchaser and Seller at Closing, whether or not same has been paid by the Space Tenant.

Principles of Prorations; Collections and Payments. Subject After the Closing, Buyer shall collect all revenues with respect to the Property, even if such revenues relate to periods before the Closing, PROVIDED THAT such revenues related to periods before the Closing shall be paid to Seller through the prorations to be made pursuant to this Section 9.47.3 and Section 7.4, after below. After the Closing Purchaser Buyer shall collect all revenues and pay all expenses with respect to the PremisesProperty, even if such revenues and expenses relate to periods before the Closing; provided howeverthat Buyer shall have no obligation to pay any expenses that relate to periods before the Closing except to the extent Buyer has received a credit from Seller for the same through the prorations to be made pursuant to this Section 7.3 and Section 7.4, if below, or the same are reimbursable to Buyer from tenants. Seller agrees to cooperate with Buyer by endorsing (without recourse) in favor of Buyer any Space Tenant sends payments to Seller checks which may be received after the Closing, but which are made payable to Seller shall deposit such payments to (or its bank account andaffiliates). Notwithstanding the foregoing, promptly after such payment has cleared, pay to Purchaser any portion of such payment to which Purchaser is entitled under or the provisions of this Section 9.47.3(a), above, if any tenant pays rent in arrears, rent due for such tenant for the month in which the Closing occurs shall be prorated between Buyer and Seller promptly following receipt thereof by Buyer or Seller, as the case may be. Purchaser Buyer shall use commercially reasonable efforts consistent with prudent business practices (A) to collect on Seller’s and Purchaser’s behalf all operating expenses for the Premises which are actually paid by Seller rents or Purchaser and permitted to be passed through to Space Tenants as Additional Rents pursuant to the terms of each Space Tenant’s respective Space Lease with respect to the 2014 calendar year, and (B) for the first two hundred seventy (270) days from and after the Closing Date, to collect on Seller’s behalf all such other delinquencies and unpaid monetary obligations owing amounts payable under the Space Leases that were delinquent as of the Closing Date or and that relate to a period prior to before the Closing Date, and in the case of each of the foregoing clauses (A) and (B), Purchaser shall pay to Seller any sums collected in connection therewith which are attributable to the period of time prior to Closing. For purposes of the immediately preceding sentence, Purchaser’s use of commercially reasonable efforts shall in no event require Purchaser to sxx a Space Tenant, terminate a Space Tenant’s Space Lease or disrupt a Space Tenant’s right to possession of its premises. To the extent such payments of any such unpaid monetary obligations delinquent rents and other amounts are collected by Purchaser by judicial processBuyer, Purchaser Buyer may deduct from the amount owed to Seller an amount equal to the out-of-pocket third-party collection costs (including attorneys’ ' fees and costs costs) actually incurred by Purchaser Buyer in collecting such unpaid monetary obligations rents and other amounts due to Seller. Subject to the foregoing sentence, any rent or other payment collected actually received by Buyer after the Closing from any Space Tenant tenant which owed any amounts under the Space Leases rent that was delinquent as of the Closing Date or that relates to any period prior to the Closing Date shall be applied first, to the applicable party’s such tenant's unpaid monetary obligations under the applicable Lease with respect to any periods from the Closing Date through the end of the month in which such payment is made, in such order as Purchaser Buyer may elect, until such monetary obligations have been paid in full; any remaining amount of such payment shall be paid over to Seller, for application against such party’s unpaid tenant's delinquent monetary obligations under the applicable Lease with respect to any periods before the Closing Date, in such order as Seller may elect, until such unpaid delinquent monetary obligations have been paid in full; and any remaining amount of such payment shall be retained by Purchaser Buyer for application against such party’s tenant's future obligations. After obligations under the Closing Date, except as expressly provided in the immediately succeeding sentence, Seller shall have no right to bring any actions or proceedings against Space Tenants to collect any delinquencies or otherwise, and Purchaser shall be deemed to have the exclusive right, at any time after the Closing Date, to file proofs of claim and to commence or continue any actions or proceedings to collect any pre-petition rent, pre-petition additional rent, pre-petition rejection damages under Section 365 of the Bankruptcy Code, and/or post-petition administration expense claims. Notwithstanding anything contained in this Contract to the contrary, after the Closing Date, Seller shall retain the right to bring or continue actions or proceedings against the Anna’s Linens Space Tenant to collect any delinquencies to which Seller is entitled and Purchaser shall be deemed to have assigned to Seller the exclusive right with respect to the Anna’s Linens Space Tenant, at any time after the Closing Date, to file proofs of claim and commence or continue any actions or proceedings to collect any pre-petition rent, pre-petition additional rent, pre-petition rejection damages under Section 365 of the Bankruptcy Code, and/or post-petition administration expense claims, for any and all damages which arise or accrue with respect to the Anna’s Linens Space Tenant prior to the Closing Date, and to retain any sums collected in connection therewith; provided, however, Seller shall not sxx to terminate the Anna’s Linens Space Tenant’s Space Lease or right to possession of its premises. Notwithstanding the foregoing, or the provisions of Section 9.4(a) above, if any Space Tenant pays rent in arrears, rent due for such Space Tenant for the month in which the Closing occurs shall be prorated (based on the rent payable in the prior month) between Purchaser and Seller at Closing, whether or not same has been paid by the Space Tenantapplicable Lease.

Principles of Prorations; Collections and Payments. Subject to the prorations to be made pursuant to this Section 9.49.5, after the Closing Closing, Purchaser shall collect all revenues and and, subject to Seller’s obligations under the Lease, pay all expenses with respect to the PremisesProperty, even if such revenues and expenses relate to periods before the Closing; provided however, if any tenant under a Space Tenant Lease or licensee under a License Agreement sends payments to Seller after the Closing, Seller shall deposit such payments to its bank account andaccount, and promptly after such payment has cleared, pay to Purchaser any portion of such payment to which Purchaser is entitled under the provisions of this Section 9.49.5. Purchaser shall use commercially reasonable efforts consistent with prudent business practices (A) to collect on Seller’s and Purchaser’s behalf all operating expenses for the Premises which are actually paid by Seller rents or Purchaser and permitted to be passed through to Space Tenants as Additional Rents pursuant to the terms of each Space Tenant’s respective Space Lease with respect to the 2014 calendar year, and (B) for the first two hundred seventy (270) days from and after the Closing Date, to collect on Seller’s behalf all such other delinquencies and unpaid monetary obligations owing amounts payable under the Space Leases as of and the Closing Date License Agreements that were delinquent or that relate to a period prior to the Closing Date, and in the case of each of the foregoing clauses (A) and (B), Purchaser shall pay due to Seller any sums collected in connection therewith which are and attributable to the Seller’s period of time prior to Closing. For purposes of the immediately preceding sentence, Purchaser’s use of commercially reasonable efforts shall in no event require Purchaser to sxx a Space Tenant, terminate a Space Tenant’s Space Lease or disrupt a Space Tenant’s right to possession of its premisesownership. To the extent such payments of any such unpaid monetary obligations delinquent rents and other amounts are collected by Purchaser by judicial processPurchaser, Purchaser may deduct from the amount owed to Seller an amount equal to the attorneys’ fees and costs actually incurred by Purchaser in collecting such unpaid monetary obligations rents and other amounts due to Seller. Subject to the foregoing sentence, any rent or other payment collected after the Closing from any tenant under a Space Tenant which Lease or licensee under a License Agreement that owed any amounts under the Space Leases a payment that was delinquent as of the Closing Date or that relates to any period prior to the Closing Date shall be applied first, to the applicable party’s unpaid monetary obligations with respect to any periods from the Closing Date through the end of the month in which such payment is made, in such order as Purchaser may elect, until such monetary obligations have been paid in full; any remaining amount of such payment shall be paid over to Seller, for application against such party’s unpaid delinquent monetary obligations with respect to any periods before the Closing Date, in such order as Seller may elect, until such unpaid delinquent monetary obligations have been paid in full; and any remaining amount of such payment shall be retained by Purchaser for application against such party’s future obligations. After Notwithstanding anything contained in this Contract to the contrary, after the Closing Date, except as expressly provided in the immediately succeeding sentence, Seller shall have no retain the right to bring any or continue actions or proceedings against the tenants under the Space Tenants Leases and licensees under the License Agreements to collect any delinquencies or otherwise, to which Seller is entitled to receive and Purchaser shall be deemed to have assigned to Seller the exclusive right, at any time after the Closing Date, to file proofs of claim and to commence or continue any actions or proceedings to collect any pre-petition rent, pre-petition additional rent, pre-petition rejection damages under Section 365 of the Bankruptcy Code, and/or post-petition administration expense claims. Notwithstanding anything contained in this Contract to the contrary, after the Closing Date, Seller shall retain the right to bring or continue actions or proceedings against the Anna’s Linens Space Tenant to collect any delinquencies to which Seller is entitled and Purchaser shall be deemed to have assigned to Seller the exclusive right with respect to the Anna’s Linens Space Tenant, at any time after the Closing Date, to file proofs of claim and commence or continue any actions or proceedings to collect any pre-petition rent, pre-petition additional rent, pre-petition rejection damages under Section 365 of the Bankruptcy Code, and/or post-post petition administration expense claims, for any and all damages which arise or accrue with respect to the Anna’s Linens Space Tenant prior to the Closing Date, and to retain any sums collected in connection therewith; provided, however, Seller shall not sxx pursue any legal action to terminate the Anna’s Linens Space Tenant’s a Space Lease or right a License Agreement. In addition, in calculating the prorations pursuant to possession this Section 9.5, Seller shall receive a credit in the amount of its premisesany utility, municipality or other deposits relating to the Property made by Seller and which are assigned to Purchaser at the Closing. Notwithstanding the foregoing, or the provisions of Section 9.4(a) above, if any Space Tenant pays rent in arrears, rent due for such Space Tenant for the month in which the Closing occurs Seller shall be prorated (based on the rent payable in the prior month) between Purchaser and Seller at Closing, whether or entitled to a refund of any deposits not same has been paid by the Space Tenantassigned to Purchaser.

Principles of Prorations; Collections and Payments. Subject to the prorations to be made pursuant to this Section 9.4, after the Closing Purchaser shall collect all revenues and pay all expenses with respect to the Premises, even if such revenues and expenses relate to periods before the Closing; provided however, if . Seller agrees to cooperate with Purchaser by endorsing (without recourse) in favor of Purchaser any Space Tenant sends payments to Seller checks which may be received after the Closing, but which are made payable to Seller shall deposit such payments to (or its bank account and, promptly after such payment has cleared, pay to Purchaser any portion of such payment to which Purchaser is entitled under the provisions of this Section 9.4affiliates). Purchaser shall use commercially reasonable efforts consistent with prudent business practices (A) to collect on Seller’s and Purchaser’s behalf all operating expenses for the Premises which are actually paid by Seller rents or Purchaser and permitted to be passed through to Space Tenants as Additional Rents pursuant to the terms of each Space Tenant’s respective Space Lease with respect to the 2014 calendar year, and (B) for the first two hundred seventy (270) days from and after the Closing Date, to collect on Seller’s behalf all such other delinquencies and unpaid monetary obligations owing amounts payable under the Space Leases that were delinquent as of the Closing Date or and that relate to a period prior to before the Closing Date, and in the case of each of the foregoing clauses (A) and (B), Purchaser shall pay to Seller any sums collected in connection therewith which are attributable to the period of time prior to Closing. For purposes of the immediately preceding sentence, Purchaser’s use of commercially reasonable efforts shall in no event require Purchaser to sxx a Space Tenant, terminate a Space Tenant’s Space Lease or disrupt a Space Tenant’s right to possession of its premises. To the extent such payments of any such unpaid monetary obligations delinquent rents and other amounts are collected by Purchaser by judicial process, Purchaser may deduct from the amount owed to Seller an amount equal to the attorneys’ ' fees and costs actually incurred by Purchaser in collecting such unpaid monetary obligations rents and other amounts due to Seller. Subject to the foregoing sentence, any rent or other payment collected after the Closing from any Space Tenant which owed any amounts under the Space Leases a payment that was delinquent as of the Closing Date or that relates to any period prior to the Closing Date shall be applied first, to the applicable party’s 's unpaid monetary obligations with respect to any periods from the Closing Date through the end of the month in which such payment is made, in such order as Purchaser may elect, until such monetary obligations have been paid in full; any remaining amount of such payment shall be paid over to Seller, for application against such party’s unpaid 's delinquent monetary obligations with respect to any periods before the Closing Date, in such order as Seller may elect, until such unpaid delinquent monetary obligations have been paid in full; and any remaining amount of such payment shall be retained by Purchaser for application against such party’s 's future obligations. After Notwithstanding anything contained herein to the contrary, after the Closing Date, except as expressly provided in the immediately succeeding sentence, Date Seller shall have no retain the right to (i) bring any or continue actions or proceedings against Space Tenants to collect any delinquencies or otherwise, to which Seller is entitled to receive and Purchaser shall be deemed to have assigned to Seller the exclusive right, at any time after the Closing Date, right to file proofs of claim and to commence or continue any actions or proceedings to collect any pre-petition rent, pre-petition additional rent, pre-petition rejection damages under Section 365 of the Bankruptcy Code, and/or post-petition administration expense claims. Notwithstanding anything contained in this Contract to the contrary, after the Closing Date, Seller shall retain the right to bring or continue actions or proceedings against the Anna’s Linens Space Tenant to collect any delinquencies to which Seller is entitled and Purchaser shall be deemed to have assigned to Seller the exclusive right with respect to the Anna’s Linens Space Tenant, at any time after the Closing Date, to file proofs of claim and commence or continue any actions or proceedings to collect any pre-petition rent, pre-petition additional rent, pre-petition rejection damages under Section 365 of the Bankruptcy Code, and/or post-post petition administration expense claims, for any and all damages which arise or accrue with respect to the Anna’s Linens Space Tenant prior to the Closing Date, and to retain any sums collected in connection therewith; provided, however, Seller shall not sxx xxx to terminate the Anna’s Linens a Space Tenant’s 's Space Lease or right to possession of its premises. Notwithstanding the foregoing, or the provisions of Section 9.4(apremises and (ii) above, if any Space Tenant pays rent in arrears, rent due for such Space Tenant for the month in which the Closing occurs receive and Purchaser shall be prorated (based on deemed to have assigned to Seller the rent payable exclusive right to collect any and all amounts due in connection with the Proceeding. In addition, in calculating the prorations pursuant to this Section 9.4, Seller shall receive a credit in the prior month) between amount of any utility, municipality or other deposits relating to the Premises made by Seller and which are assigned to Purchaser and at the Closing. Seller at Closing, whether or shall be entitled to a refund of any deposits not same has been paid by the Space Tenantassigned to Purchaser.

Principles of Prorations; Collections and Payments. Subject to the prorations to be made pursuant to this Section 9.4, after the Closing Purchaser shall collect all revenues and pay all expenses with respect to the Premises, even if such revenues and expenses relate to periods before the Closing, subject to post-closing “true-up” between the parties promptly when precise information is known; provided however, if any Space Tenant sends payments to Seller after the Closing, Seller shall deposit such payments to its bank account andaccount, and promptly after such payment has cleared, pay to Purchaser any portion of such payment to which Purchaser is entitled under the provisions of this Section 9.4. Purchaser shall use commercially reasonable efforts consistent with prudent business practices (A) to collect on Seller’s and Purchaser’s behalf all operating expenses for the Premises which are actually paid by Seller rents or Purchaser and permitted to be passed through to Space Tenants as Additional Rents pursuant to the terms of each Space Tenant’s respective Space Lease with respect to the 2014 calendar year, and (B) for the first two hundred seventy (270) days from and after the Closing Date, to collect on Seller’s behalf all such other delinquencies and unpaid monetary obligations owing amounts payable under the Space Leases that were delinquent as of the Closing Date or and that relate to a period prior to before the Closing Date, and in the case of each of the foregoing clauses (A) and (B), Purchaser shall pay to Seller any sums collected in connection therewith which are attributable to the period of time prior to Closing. For purposes of the immediately preceding sentence, Purchaser’s use of commercially reasonable efforts shall in no event require Purchaser to sxx a Space Tenant, terminate a Space Tenant’s Space Lease or disrupt a Space Tenant’s right to possession of its premises. To the extent such payments of any such unpaid monetary obligations delinquent rents and other amounts are collected by Purchaser by judicial process, Purchaser may deduct from the amount owed to Seller an amount equal to the attorneys’ fees and costs actually incurred by Purchaser in collecting such unpaid monetary obligations rents and other amounts due to Seller. Subject to the foregoing sentence, any rent or other payment collected after the Closing from any Space Tenant which owed any amounts under the Space Leases a payment that was delinquent as of the Closing Date or that relates to any period prior to the Closing Date shall be applied first, to the applicable party’s unpaid monetary obligations with respect to any periods from the Closing Date through the end of the month in which such payment is made, in such order as Purchaser may elect, until such monetary obligations have been paid in full; any remaining amount of such payment shall be paid over to Seller, for application against such party’s unpaid delinquent monetary obligations with respect to any periods before the Closing Date, in such order as Seller may elect, until such unpaid delinquent monetary obligations have been paid in full; and any remaining amount of such payment shall be retained by Purchaser for application against such party’s future obligations. After Notwithstanding anything contained in this Contract to the contrary, after the Closing Date, except as expressly provided in the immediately succeeding sentence, Date Seller shall have no retain the right to bring any or continue actions or proceedings against Space Tenants to collect any delinquencies or otherwise, to which Seller is entitled to receive and Purchaser shall be deemed to have assigned to Seller the exclusive right, at any time after the Closing Date, to file proofs of claim and to commence or continue any actions or proceedings to collect any pre-petition rent, pre-petition additional rent, pre-petition rejection damages under Section 365 of the Bankruptcy Code, and/or post-petition administration expense claims. Notwithstanding anything contained in this Contract to the contrary, after the Closing Date, Seller shall retain the right to bring or continue actions or proceedings against the Anna’s Linens Space Tenant to collect any delinquencies to which Seller is entitled and Purchaser shall be deemed to have assigned to Seller the exclusive right with respect to the Anna’s Linens Space Tenant, at any time after the Closing Date, to file proofs of claim and commence or continue any actions or proceedings to collect any pre-petition rent, pre-petition additional rent, pre-petition rejection damages under Section 365 of the Bankruptcy Code, and/or post-post petition administration expense claims, for any and all damages which arise or accrue with respect to the Anna’s Linens Space Tenant prior to the Closing Date, and to retain any sums collected in connection therewith; provided, however, Seller shall not sxx xxx to terminate the Anna’s Linens a Space Tenant’s Space Lease or right to possession of its premises. Notwithstanding In addition, in calculating the foregoingprorations pursuant to this Section 9.4, Seller shall receive a credit in the amount of any utility, municipality or other deposits relating to the provisions of Section 9.4(a) above, if any Space Tenant pays rent in arrears, rent due for such Space Tenant for Premises made by Seller and which are assigned to Purchaser at the month in which the Closing occurs Closing. Seller shall be prorated (based on the rent payable in the prior month) between Purchaser and Seller at Closing, whether or entitled to a refund of any deposits not same has been paid by the Space Tenantassigned to Purchaser.