Common use of Property Operating Expenses Clause in Contracts

Property Operating Expenses. Operating Expenses (as hereinafter defined) for each respective Property shall be prorated as of 12:01 AM on the Closing Date. Each respective Seller shall pay all utility charges and other operating expenses attributable to the Property owned by such Seller, if any (collectively, the “Operating Expenses”), incurred prior to, but not including, the Closing Date (except for those Operating Expenses payable, whether actually paid or unpaid, by Tenants for such Tenant’s leased premises in accordance with the Leases) and Buyer shall pay all Operating Expenses attributable to the Properties on and after the Closing Date. All Operating Expenses paid or payable by Tenants in accordance with the Leases shall be allocated between each respective Seller and Buyer, with each Seller responsible for periods prior to, but not including, the Closing Date and Buyer responsible for all periods on and after the Closing Date, and all applicable amounts to be trued up between each Seller and Buyer in accordance with this Section 5.2. Each respective Seller agrees to use commercially reasonable efforts to cause all meters for all public utilities (including water) being used on the Property owned by such Seller to be read on the day of giving possession to Buyer, or as soon as reasonably practical following the Closing Date. Buyer shall arrange with such services and companies to have accounts opened in Buyer’s name beginning at 12:01 AM on the Closing Date. To the extent that the amount of actual consumption of any utility services is not determined prior to the Closing Date, a proration shall be made at Closing based on the last available reading. Sellers shall not assign to Buyer any deposits which any Seller has with any of the utility services or companies servicing the Property. Within ninety (90) days following the Closing Date, each respective Seller shall deliver to Buyer a reconciliation statement of the Operating Expenses for the Property owned by such Seller for the portion of the calendar year in which the Closing occurs that the Property was owned by such Seller. Each Seller’s post-Closing reconciliation statement shall include tenant invoice calculations and reasonable Operating Expense invoice back-up. Within the thirty (30) day period following any Seller’s delivery of such post-Closing reconciliation statement for Operating Expenses, such Seller and Buyer shall work in good faith to resolve any issues with respect to such reconciliation statement; provided that if Buyer does not respond to the Seller’s delivery of the reconciliation statement within the thirty (30) day period, Buyer shall be deemed to have approved the Seller’s reconciliation statement. Upon approval of the Operating Expense reconciliation statement, each respective Seller shall remit any amounts of collected Operating Expenses over-credited at Closing to such Seller and due to Buyer within thirty (30) days and Buyer shall remit any amounts of collected Operating Expenses over-credited at Closing to Buyer and due to each respective Seller within thirty (30) days. Thereafter, Buyer shall be solely responsible for performing any Operating Expense reconciliations with Tenants with respect to the entire calendar year in which the Closing occurs. Buyer shall include in any Operating Expense reconciliations with the Tenants copies of any applicable billing statements and invoice back-up provided by each respective Seller for operating expenses incurred by such Seller during the period of such Seller’s ownership of the Property. This Section 5.2 shall survive the Closing and not be merged therein.

Property Operating Expenses. Operating Expenses (as hereinafter defined) for each respective the Property shall be prorated as of 12:01 AM on the Closing Date. Each respective Seller shall pay all utility charges and other operating expenses attributable to the Property owned by such SellerProperty, if any (collectively, the “Operating Expenses”), incurred prior to, but not including, the Closing Date (except for those Operating Expenses payable, whether actually paid or unpaid, by Tenants tenants for such Tenanttenant’s leased premises in accordance with the Leases) and Buyer shall pay all Operating Expenses attributable to the Properties Property on and after the Closing Date. All Operating Expenses paid or payable by Tenants tenants in accordance with the Leases shall be allocated between each respective Seller and Buyer, with each Seller responsible for periods prior to, but not including, the Closing Date and Buyer responsible for all periods on and after the Closing Date, and all applicable amounts to be trued up between each Seller and Buyer in accordance with this Section 5.2. Each respective Seller agrees to use commercially reasonable efforts to cause all meters for all public utilities (including water) being used on the Property owned by such Seller to be read on the day of giving possession to Buyer, or as soon as reasonably practical following the Closing Date. Buyer shall arrange with such services and companies to have accounts opened in Buyer’s name beginning at 12:01 AM on the Closing Date. To the extent that the amount of actual consumption of any utility services is not determined prior to the Closing Date, a proration shall be made at Closing based on the last available reading. Sellers Seller shall not assign to Buyer any deposits which any Seller has with any of the utility services or companies servicing the Property. Within ninety (90) days following the Closing Date, each respective Seller shall deliver to Buyer a reconciliation statement of the Operating Expenses for the Property owned by such Seller for the portion of the calendar year in which the Closing occurs that the Property was owned by such Seller. Each Seller’s post-Closing reconciliation statement shall include tenant invoice calculations and reasonable Operating Expense invoice back-up. Within the thirty (30) day period following any Seller’s delivery of such post-Closing reconciliation statement for Operating Expenses, such Seller and Buyer shall work in good faith to resolve any issues with respect to such reconciliation statement; provided that if Buyer does not respond to the Seller’s delivery of the reconciliation statement within the thirty (30) day period, Buyer shall be deemed to have approved the Seller’s reconciliation statement. Upon approval of the Operating Expense reconciliation statement, each respective Seller shall remit any amounts of collected Operating Expenses over-credited at Closing to such Seller and due to Buyer within thirty (30) days and Buyer shall remit any amounts of collected Operating Expenses over-credited at Closing to Buyer and due to each respective Seller within thirty (30) days. Thereafter, Buyer shall be solely responsible for performing any Operating Expense reconciliations with Tenants tenants under the Leases with respect to the entire calendar year in which the Closing occurs. Buyer shall include in any Operating Expense reconciliations with the Tenants tenants under the Leases copies of any applicable billing statements and invoice back-up provided by each respective Seller for operating expenses incurred by such Seller during the period of such Seller’s ownership of the Property. This Section 5.2 shall survive the Closing and not be merged therein.

Property Operating Expenses. a) Operating Expenses (as hereinafter defined) for each respective Property the Properties shall be prorated as of 12:01 AM on the Closing Date. Each respective Seller shall pay all utility charges and other operating expenses attributable to the Property owned by such SellerProperties, if any (collectively, the “Operating Expenses”), incurred prior to, but not including, the Closing Date (except for those Operating Expenses payable, whether actually paid or unpaid, by Tenants tenants for such Tenanttenant’s leased premises in accordance with the Leases) and Buyer shall pay all Operating Expenses attributable to the Properties on and after the Closing Date. All Operating Expenses paid or payable by Tenants tenants in accordance with the Leases shall be allocated between each respective Seller and Buyer, with each Seller responsible for periods prior to, but not including, the Closing Date and Buyer responsible for all periods on and after the Closing Date, and all applicable amounts to be trued up between each Seller and Buyer in accordance with this Section 5.2. Each respective Seller agrees to use commercially reasonable efforts to cause all meters for all public utilities (including water) being used on the Property owned by such Seller Properties to be read on the day of giving possession to Buyer, or as soon as reasonably practical following the Closing Date. Buyer shall arrange with such services and companies to have accounts opened in Buyer’s name beginning at 12:01 AM on the Closing Date. To the extent that the amount of actual consumption of any utility services is not determined prior to the Closing Date, a proration shall be made at Closing based on the last available reading. Sellers Seller shall not assign to Buyer any deposits which any Seller has with any of the utility services or companies servicing the PropertyProperties. Within ninety (90) days following the Closing Date, each respective Seller shall deliver to Buyer a reconciliation statement of the Operating Expenses for the Property owned by such Seller Properties for the portion of the calendar year in which the Closing occurs that the Property was Properties were owned by such Seller. Each Seller’s post-Closing reconciliation statement shall include tenant invoice calculations and reasonable Operating Expense invoice back-up. Within the thirty (30) day period following any Seller’s delivery of such post-Closing reconciliation statement for Operating Expenses, such Seller and Buyer shall work in good faith to resolve any issues with respect to such reconciliation statement; provided that if Buyer does not respond to the Seller’s delivery of the reconciliation statement within the thirty (30) day period, Buyer shall be deemed to have approved the Seller’s reconciliation statement. Upon approval of the Operating Expense reconciliation statement, each respective Seller shall remit any amounts of collected Operating Expenses over-credited at Closing to such Seller and due to Buyer within thirty (30) days and Buyer shall remit any amounts of collected Operating Expenses over-credited at Closing to Buyer and due to each respective Seller within thirty (30) days. Thereafter, Buyer shall be solely responsible for performing any Operating Expense reconciliations with Tenants tenants under the Leases with respect to the entire calendar year in which the Closing occurs. Buyer shall include in any Operating Expense reconciliations with the Tenants tenants under the Leases copies of any applicable billing statements and invoice back-up provided by each respective Seller for operating expenses incurred by such Seller during the period of such Seller’s ownership of the Property. This Section 5.2 shall survive the Closing and not be merged thereinMembership Interests.

Property Operating Expenses. Operating Expenses (as hereinafter defined) for each respective Property shall be prorated as of 12:01 AM 11:59 PM on the day prior to the Closing Date. Each respective Seller shall pay all utility charges and other operating expenses attributable to the Property owned by such Sellerrespective Property, if any (collectively, the “Operating Expenses”), incurred prior to, but not including, the Closing Date (except for those Operating Expenses payable, whether actually paid or unpaid, by Tenants tenants for such Tenanttenant’s leased premises in accordance with the Leases) and Buyer shall pay all Operating Expenses attributable to the Properties Property on and after the Closing Date. All Operating Expenses paid or payable by Tenants tenants in accordance with the Leases shall be allocated between each respective Seller Sellers and Buyer, with each Seller Sellers responsible for periods prior to, but not including, the Closing Date and Buyer responsible for all periods on and after the Closing Date, and all applicable amounts to be trued up between each Seller Sellers and Buyer in accordance with this Section 5.2. Each respective Seller agrees Sellers agree to use commercially reasonable efforts to cause all meters for all public utilities (including water) being used on the Property owned by such Seller Properties to be read on the day of giving possession to Buyer, Buyer or as soon as reasonably practical following the Closing Date. Buyer shall use good faith efforts to arrange with such services and companies to have accounts opened in Buyer’s name beginning at 12:01 AM on the Closing Date. If despite good faith efforts Buyer cannot arrange all utilities in its name by Closing, Sellers agree to fully cooperate with Xxxxx’s transfer efforts and allow Buyer to use Seller’s accounts post closing until separate accounts are created. To the extent that the amount of actual consumption of any utility services is not determined prior to the Closing Date, a proration shall be made at Closing based on the last available reading. Sellers shall not assign to Buyer any deposits which any Seller has Sellers have with any of the utility services or companies servicing the PropertyProperties. Within ninety (90) days following the Closing Date, each respective Seller shall deliver to Buyer a reconciliation statement of the Operating Expenses for the Property owned by which such Seller owns for the portion of the calendar year in which the Closing occurs that the Property was owned by such Seller. Each Seller’s post-Closing reconciliation statement shall include tenant invoice calculations and reasonable Operating Expense invoice back-up. Within the thirty (30) day period following any each Seller’s delivery of such post-Closing reconciliation statement for Operating Expenses, such each Seller and Buyer shall work in good faith to resolve any issues with respect to such reconciliation statement; provided that if Buyer does not respond to the Seller’s delivery of the reconciliation statement within the thirty (30) day period, Buyer shall be deemed to have approved the Seller’s reconciliation statementstatements. Upon approval of the Operating Expense reconciliation statementstatements, each respective Seller shall remit any amounts of collected Operating Expenses over-credited at Closing to such Seller and due to Buyer (to the extent of and based on any overpayments of Operating Expenses made by tenants under the Leases) within thirty (30) days and Buyer shall remit any amounts due to any Seller (to the extent of collected and based on any underpayments of Operating Expenses over-credited at Closing to Buyer and due to each respective Seller made by tenants under the Leases) within thirty (30) days, or thirty (30) days of receipt of same from tenants where same is a tenant obligation. Thereafter, Buyer shall be solely responsible for performing any Operating Expense reconciliations with Tenants tenants under the Leases with respect to the entire calendar year in which the Closing occurs. Buyer shall include in any Operating Expense reconciliations with the Tenants tenants under the Leases copies of any applicable billing statements and invoice back-up provided by each respective Seller Sellers for operating expenses incurred by such Seller Sellers during the period of such Seller’s Sellers’ ownership of the PropertyProperties. This Section 5.2 shall survive the Closing and not be merged therein.

Property Operating Expenses. Operating Expenses (as hereinafter defined) for each respective the Property shall be prorated as of 12:01 AM a.m. on the Closing Date. Each respective Seller shall pay all utility charges and other operating expenses attributable to the Property owned by such SellerProperty, if any (collectively, the “Operating Expenses”), incurred prior to, but not including, the Closing Date (except for those Operating Expenses payable, whether actually paid or unpaid, by Tenants tenants for such Tenanttenant’s leased premises in accordance with the Leases) and Buyer shall pay all Operating Expenses attributable to the Properties Property on and or after the Closing Date. All Operating Expenses paid or payable by Tenants tenants in accordance with the Leases shall be allocated between each respective Seller and Buyer, with each Seller responsible for periods prior to, but not including, to the Closing Date and Buyer responsible for all periods on from and after following the Closing Date, and all applicable amounts to be trued up between each Seller and Buyer in accordance with this Section 5.2. Each respective Seller agrees to use commercially reasonable efforts to cause all meters Meters for all public utilities (including water) being used on the Property owned shall be ordered read by such Seller to be read on the day of giving possession to Buyer, or as soon as reasonably practical following the Closing Date. and Buyer shall arrange with such services and companies to have accounts opened in Buyer’s name beginning at 12:01 AM a.m. on the Closing Date. To the extent that the amount of actual consumption of any utility services is not determined prior to the Closing Date, a proration shall be made at Closing based on the last available reading. Sellers shall not assign to Buyer any deposits which any Seller has with any of the utility services or companies servicing the Property. Within ninety At least five (905) days following prior to the Closing Date, each respective Seller shall deliver to Buyer a reconciliation statement of the Operating Expenses for the Property owned by such Seller for the portion of the calendar year in which the Closing occurs that the Property was owned by such Seller. Each Seller’s post-Closing reconciliation statement shall include tenant invoice calculations and reasonable Operating Expense invoice back-up. Within the thirty (30) day period following any Seller’s delivery of such post-Closing reconciliation statement for Operating Expenses, such Seller and Buyer shall work in good faith to resolve any issues with respect to such reconciliation statement; provided that if Buyer does not respond to the Seller’s delivery of the reconciliation statement within the thirty (30) day period, Buyer shall be deemed to have approved the Seller’s reconciliation statement. Upon approval of the Operating Expense reconciliation statement, each respective Seller shall remit any amounts of collected due from either Seller or Buyer to the other shall be set forth on the settlement statement executed and delivered by the parties at Closing and no further proration with regard to Operating Expenses over-credited at Closing to such Seller and due to Buyer within thirty (30other than Taxes, as more particularly described below) days and Buyer shall remit any amounts of collected Operating Expenses over-credited at Closing to Buyer and due to each respective Seller within thirty (30) daysoccur. Thereafter, Buyer shall be solely responsible for performing any Operating Expense reconciliations with Tenants tenants under the Leases with respect to the entire calendar year in which the Closing occurs. Seller shall not assign to Buyer shall include in any Operating Expense reconciliations deposits which Seller has with any of the Tenants copies of any applicable billing statements and invoice back-up provided by each respective Seller for operating expenses incurred by such Seller during the period of such Seller’s ownership of utility services or companies servicing the Property. This Section 5.2 shall survive the Closing and not be merged therein.

Property Operating Expenses. a) Operating Expenses (as hereinafter defined) for each respective the Property shall be prorated as of 12:01 AM 11:59 PM on day prior to the Closing Date. Each respective Seller shall pay all utility charges and other operating expenses attributable to the Property owned by such SellerProperty, if any (collectively, the “Operating Expenses”), incurred prior to, but not including, the Closing Date (except for those Operating Expenses payable, whether actually paid or unpaid, by Tenants tenants for such Tenanttenant’s leased premises in accordance with the Leases) and Buyer shall pay all Operating Expenses attributable to the Properties Property on and after the Closing Date. All Operating Expenses paid or payable by Tenants tenants in accordance with the Leases shall be allocated between each respective Seller and Buyer, with each Seller responsible for periods prior to, but not including, the Closing Date and Buyer responsible for all periods on and after the Closing Date, and all applicable amounts to be trued up between each Seller and Buyer in accordance with this Section 5.2. Each respective Seller agrees to use commercially reasonable efforts to cause all meters for all public utilities (including water) being used on the Property owned by such Seller to be read on the day of giving possession to Buyer, or as soon as reasonably practical following the Closing Date. Buyer shall arrange with such services and companies to have accounts opened in Buyer’s name beginning at 12:01 12:00 AM on the Closing Date. To the extent that the amount of actual consumption of any utility services is not determined prior to the Closing Date, a proration shall be made at Closing based on the last available reading. Sellers Seller shall not assign to Buyer any deposits which any Seller has with any of the utility services or companies servicing the Property. Within ninety (90) days following the Closing Date, each respective Seller shall deliver to Buyer a reconciliation statement of the Operating Expenses for the Property owned by such Seller for the portion of the calendar year in which the Closing occurs that the Property was owned by such Seller. Each Seller’s post-Closing reconciliation statement shall include tenant invoice calculations and reasonable Operating Expense invoice back-up. Within the thirty (30) day period following any Seller’s delivery of such post-Closing reconciliation statement for Operating Expenses, such Seller and Buyer shall work in good faith to resolve any issues with respect to such reconciliation statement; provided that if Buyer does not respond to the Seller’s delivery of the reconciliation statement within the thirty (30) day period, Buyer shall be deemed to have approved the Seller’s reconciliation statement. Upon approval of the Operating Expense reconciliation statement, each respective Seller shall remit any amounts of collected Operating Expenses over-credited at Closing to such Seller and due to Buyer within thirty (30) days and Buyer shall remit any amounts of collected Operating Expenses over-credited at Closing to Buyer and due to each respective Seller within thirty (30) days. Thereafter, Buyer shall be solely responsible for performing any Operating Expense reconciliations with Tenants with respect to the entire calendar year in which the Closing occurs. Buyer shall include in any Operating Expense reconciliations with the Tenants copies of any applicable billing statements and invoice back-up provided by each respective Seller for operating expenses incurred by such Seller during the period of such Seller’s ownership of the Property. This Section 5.2 shall survive the Closing and not be merged therein.

Property Operating Expenses. Operating Expenses (as hereinafter defined) for each respective the Property shall be prorated as of 12:01 AM 11:59 PM on the date immediately preceding the Closing Date. Each respective Seller shall pay all utility charges and other operating expenses attributable to the Property owned by such SellerProperty, if any (collectively, the “"Operating Expenses”"), incurred prior to, but not including, the Closing Date (except for those Operating Expenses payable, whether actually paid or unpaid, by Tenants tenants for such Tenanttenant’s leased premises in accordance with the Leases) and Buyer Purchaser shall pay all Operating Expenses attributable to the Properties Property on and after the Closing Date. All Operating Expenses paid or payable by Tenants tenants in accordance with the Leases shall be allocated between each respective Seller and BuyerPurchaser, with each Seller responsible for periods prior to, but not including, the Closing Date and Buyer Purchaser responsible for all periods on and after the Closing Date, and all applicable amounts to be trued up between each Seller and Buyer Purchaser in accordance with this Section 5.211(b). Each respective Seller agrees to use commercially reasonable efforts to cause all meters for all public utilities (including water) being used on the Property owned by such Seller to be read on the day of giving possession to Buyer, Purchaser or as soon as reasonably practical following the Closing Date. Buyer Purchaser shall arrange with such services and companies to have accounts opened in BuyerPurchaser’s name beginning at 12:01 12:00 AM on the Closing Date. To the extent that the amount of actual consumption of any utility services is not determined prior to the Closing Date, a proration shall be made at Closing based on the last available reading. Sellers Seller shall not assign to Buyer Purchaser any deposits which any Seller has with any of the utility services or companies servicing the Property. Within ninety (90) days following the Closing Date, each respective Seller shall deliver to Buyer Purchaser a reconciliation statement of the Operating Expenses for the Property owned by such Seller for the portion of the calendar year in which the Closing occurs that the Property was owned by such Seller. Each Seller’s post-Closing reconciliation statement shall include tenant invoice calculations and reasonable Operating Expense invoice back-up. Within the thirty (30) day period following any Seller’s delivery of such post-Closing reconciliation statement for Operating Expenses, such Seller and Buyer Purchaser shall work in good faith to resolve any issues with respect to such reconciliation statement; provided that if Buyer does not respond to the Seller’s delivery of the reconciliation statement within the thirty (30) day period, Buyer shall be deemed to have approved the Seller’s reconciliation statement. Upon approval of the Operating Expense reconciliation statement, each respective Seller shall remit any amounts of collected Operating Expenses over-credited at Closing to such Seller and due to Buyer Purchaser within thirty (30) days and Buyer Purchaser shall remit any amounts of collected Operating Expenses over-credited at Closing to Buyer and due to each respective Seller within thirty (30) days. Thereafter, Buyer Purchaser shall be solely responsible for performing any Operating Expense reconciliations with Tenants tenants under the Leases with respect to the entire calendar year in which the Closing occurs. Buyer Purchaser shall include in any Operating Expense reconciliations with the Tenants tenants under the Leases copies of any applicable billing statements and invoice back-up provided by each respective Seller for operating expenses incurred by such Seller during the period of such Seller’s ownership of the Property. This Section 5.2 11(b) shall survive the Closing and not be merged therein.

Property Operating Expenses. Operating Expenses (as hereinafter defined) for each respective Property shall be prorated as of 12:01 AM 11:59 PM on the day prior to the Closing Date. Each respective Seller shall pay all utility charges and other operating expenses attributable to the Property owned by such Sellerrespective Property, if any (collectively, the “Operating Expenses”), incurred prior to, but not including, the Closing Date (except for those Operating Expenses payableExpenses, whether actually paid or unpaid, which are payable directly by Tenants tenants to such utility, service or other provider for such Tenanttenant’s leased premises in accordance with the Leasesits Lease) and Buyer shall pay all Operating Expenses attributable to the Properties Property on and after the Closing Date. All Operating Expenses paid or payable by Tenants the tenants in accordance with the Leases shall be allocated between each respective Seller Sellers and Buyer, with each Seller Sellers responsible for periods prior to, but not including, the Closing Date and Buyer responsible for all periods on and after the Closing Date, and all applicable amounts to be trued up between each Seller Sellers and Buyer in accordance with this Section 5.2. Each respective Seller agrees Sellers agree to use commercially reasonable efforts to cause all meters for all public utilities (including water) being used on the Property owned by such Seller Properties to be read on the day of giving possession to Buyer, Buyer or as soon as reasonably practical following the Closing Date. Buyer shall use good faith, commercially reasonable efforts to arrange with such services and companies to have accounts opened in Buyer’s name beginning at 12:01 AM on the Closing Date. To the extent that the amount of actual consumption of any utility services is not determined prior to the Closing Date, a proration shall be made at Closing based on the last available reading. Sellers shall not assign to Buyer any deposits which any Seller has Sellers have with any of the utility services or companies servicing the PropertyProperties. Within ninety (90) days following the Closing Date, each respective Seller shall deliver to Buyer a reconciliation statement of the Rents and Operating Expenses for the Property owned by which such Seller owns for the portion of the calendar year in which the Closing occurs that the Property was owned by such Seller. Each Seller’s post-Closing reconciliation statement shall include tenant invoice calculations and reasonable Rents and Operating Expense invoice back-up. Within the thirty (30) day period following any each Seller’s delivery of such post-Closing reconciliation statement for Rents and Operating Expenses, such each Seller and Buyer shall work in good faith to resolve any issues with respect to such reconciliation statement; provided that if Buyer does not respond to the Seller’s delivery of the reconciliation statement within the thirty (30) day period, Buyer shall be deemed to have approved the Seller’s reconciliation statementstatements. Upon approval of the Rents and Operating Expense reconciliation statementstatements, each respective Seller shall remit any amounts of collected Operating Expenses over-credited at Closing to such Seller and due to Buyer within thirty (30) days and Buyer shall remit any amounts of collected Operating Expenses over-credited at Closing to Buyer and due to each respective any Seller within thirty (30) days, or thirty (30) days of receipt of same from tenants where same is a tenant obligation. Thereafter, Buyer shall be solely responsible for performing any Rents and Operating Expense reconciliations with Tenants tenants under the Leases with respect to the entire calendar year in which the Closing occurs, provided that, for a period of two hundred seventy (270) days after the Closing Date, Sellers agree to reasonably cooperate with Bxxxx’s performance of such reconciliations at no material cost to Sellers. Buyer shall may include in any Rents and Operating Expense reconciliations with the Tenants tenants under the Leases copies of any applicable billing statements and invoice back-up provided by each respective Seller Sellers for operating expenses incurred by such Seller Sellers during the period of such Seller’s Sellers’ ownership of the PropertyProperties. This Section 5.2 shall survive the Closing and not be merged therein.