Common use of Property Operating Expenses Clause in Contracts

Property Operating Expenses. Operating Expenses (as hereinafter defined) for each Property shall be prorated as of 11:59 PM on the day prior to the Closing Date. Each Seller shall pay all utility charges and other operating expenses attributable to the respective Property, if any (collectively, the “Operating Expenses”), incurred prior to, but not including, the Closing Date (except for those Operating Expenses, whether actually paid or unpaid, which are payable directly by tenants to such utility, service or other provider for such tenant’s leased premises in accordance with its Lease) and Buyer shall pay all Operating Expenses attributable to the Property on and after the Closing Date. All Operating Expenses paid or payable by the tenants in accordance with the Leases shall be allocated between Sellers and Buyer, with 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 Sellers and Buyer in accordance with this Section 5.2. Sellers agree to use commercially reasonable efforts to cause all meters for all public utilities (including water) being used on the Properties to be read on the day of giving possession to 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 Sellers have with any of the utility services or companies servicing the Properties. Within ninety (90) days following the Closing Date, each Seller shall deliver to Buyer a reconciliation statement of the Rents and Operating Expenses for the Property 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 reconciliation statement shall include tenant invoice calculations and reasonable Rents and Operating Expense invoice back-up. Within the thirty (30) day period following each Seller’s delivery of such reconciliation statement for Rents and Operating Expenses, each Seller and Buyer shall work in good faith to resolve any issues with respect to such reconciliation statements. Upon approval of the Rents and Operating Expense reconciliation statements, each Seller shall remit any amounts due to Buyer within thirty (30) days and Buyer shall remit any amounts due to 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 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 may include in any Rents and Operating Expense reconciliations with the tenants under the Leases copies of any applicable billing statements and invoice back-up provided by Sellers for operating expenses incurred by Sellers during the period of Sellers’ ownership of the Properties. This Section 5.2 shall survive the Closing and not be merged therein.

Property Operating Expenses. a) Operating Expenses (as hereinafter defined) for each Property the Properties shall be prorated as of 11:59 PM 12:01 AM on the day prior to the Closing Date. Each Seller shall pay all utility charges and other operating expenses attributable to the respective PropertyProperties, if any (collectively, the “Operating Expenses”), incurred prior to, but not including, the Closing Date (except for those Operating ExpensesExpenses payable, whether actually paid or unpaid, which are payable directly by tenants to such utility, service or other provider for such tenant’s leased premises in accordance with its Leasethe Leases) and Buyer shall pay all Operating Expenses attributable to the Property Properties on and after the Closing Date. All Operating Expenses paid or payable by the tenants in accordance with the Leases shall be allocated between Sellers Seller and Buyer, with Sellers 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 Sellers Seller and Buyer in accordance with this Section 5.2. Sellers agree Seller agrees to use commercially reasonable efforts to cause all meters for all public utilities (including water) being used on the 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 Seller shall not assign to Buyer any deposits which Sellers have Seller has with any of the utility services or companies servicing the Properties. Within ninety (90) days following the Closing Date, each Seller shall deliver to Buyer a reconciliation statement of the Rents and Operating Expenses for the Property which such Seller owns 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 reconciliation statement shall include tenant invoice calculations and reasonable Rents and Operating Expense invoice back-up. Within the thirty (30) day period following each Seller’s delivery of such reconciliation statement for Rents and Operating Expenses, each Seller and Buyer shall work in good faith to resolve any issues with respect to such reconciliation statementsstatement; 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 Rents and Operating Expense reconciliation statementsstatement, each Seller shall remit any amounts due to Buyer within thirty (30) days and Buyer shall remit any amounts due to 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 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 may shall include in any Rents and Operating Expense reconciliations with the tenants under the Leases copies of any applicable billing statements and invoice back-up provided by Sellers Seller for operating expenses incurred by Sellers Seller during the period of Sellers’ Seller’s ownership of the PropertiesMembership Interests. b) Prior to the Closing Date (but in no event prior to the expiration of the Due Diligence Period (as hereinafter defined)): (i) Seller shall use commercially reasonable efforts to have the Properties released from any utility bonds provided by Seller (or by any of its affiliates) to a utility provider (“RVI Bonds”), and (ii) Buyer shall use commercially reasonable efforts to have a new replacement bond(s) provided to and accepted by such utility providers prior to or within thirty (30) days following the Closing Date. As of Closing, Buyer shall become solely responsible for, and shall indemnify, defend and hold Seller (and its affiliates) harmless from and against, any and all costs, expenses, obligations and liabilities in connection with utility services to the Properties (including but not limited to any drawings on or claims against the RVI Bonds), but only to the extent such obligations and liabilities relate to the period of time from and after the Closing Date. c) This Section 5.2 shall survive the Closing and shall not be merged therein.

Property Operating Expenses. Operating Expenses (as hereinafter defined) for each the Property shall be prorated as of 11:59 PM 12:01 AM on the day prior to the Closing Date. Each Seller shall pay all utility charges and other operating expenses attributable to the respective Property, if any (collectively, the “Operating Expenses”), incurred prior to, but not including, the Closing Date (except for those Operating ExpensesExpenses payable, whether actually paid or unpaid, which are payable directly by tenants to such utility, service or other provider for such tenant’s leased premises in accordance with its Leasethe Leases) and Buyer shall pay all Operating Expenses attributable to the Property on and after the Closing Date. All Operating Expenses paid or payable by the tenants in accordance with the Leases shall be allocated between Sellers Seller and Buyer, with Sellers 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 Sellers Seller and Buyer in accordance with this Section 5.2. Sellers agree Seller agrees to use commercially reasonable efforts to cause all meters for all public utilities (including water) being used on the Properties Property 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 Seller shall not assign to Buyer any deposits which Sellers have Seller has with any of the utility services or companies servicing the PropertiesProperty. Within ninety (90) days following the Closing Date, each Seller shall deliver to Buyer a reconciliation statement of the Rents and Operating Expenses for the Property 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 reconciliation statement shall include tenant invoice calculations and reasonable Rents and Operating Expense invoice back-up. Within the thirty (30) day period following each Seller’s delivery of such reconciliation statement for Rents and Operating Expenses, each Seller and Buyer shall work in good faith to resolve any issues with respect to such reconciliation statementsstatement. Upon approval of the Rents and Operating Expense reconciliation statementsstatement, each Seller shall remit any amounts due to Buyer within thirty (30) days and Buyer shall remit any amounts due to 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 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 may shall include in any Rents and Operating Expense reconciliations with the tenants under the Leases copies of any applicable billing statements and invoice back-up provided by Sellers Seller for operating expenses incurred by Sellers Seller during the period of Sellers’ Seller’s ownership of the PropertiesProperty. This Section 5.2 shall survive the Closing and not be merged therein.

Property Operating Expenses. Operating Expenses (as hereinafter defined) for each the Property shall be prorated as of 11:59 PM on the day prior to date immediately preceding the Closing Date. Each Seller shall pay all utility charges and other operating expenses attributable to the respective Property, if any (collectively, the “"Operating Expenses”"), incurred prior to, but not including, the Closing Date (except for those Operating ExpensesExpenses payable, whether actually paid or unpaid, which are payable directly by tenants to such utility, service or other provider for such tenant’s leased premises in accordance with its Leasethe Leases) and Buyer Purchaser shall pay all Operating Expenses attributable to the Property on and after the Closing Date. All Operating Expenses paid or payable by the tenants in accordance with the Leases shall be allocated between Sellers Seller and BuyerPurchaser, with Sellers 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 Sellers Seller and Buyer Purchaser in accordance with this Section 5.211(b). Sellers agree Seller agrees to use commercially reasonable efforts to cause all meters for all public utilities (including water) being used on the Properties Property 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 use good faith, commercially reasonable efforts to 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 Sellers have Seller has with any of the utility services or companies servicing the PropertiesProperty. Within ninety (90) days following the Closing Date, each Seller shall deliver to Buyer Purchaser a reconciliation statement of the Rents and Operating Expenses for the Property 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 reconciliation statement shall include tenant invoice calculations and reasonable Rents and Operating Expense invoice back-up. Within the thirty (30) day period following each Seller’s delivery of such reconciliation statement for Rents and Operating Expenses, each Seller and Buyer Purchaser shall work in good faith to resolve any issues with respect to such reconciliation statementsstatement. Upon approval of the Rents and Operating Expense reconciliation statementsstatement, each Seller shall remit any amounts due to Buyer Purchaser within thirty (30) days and Buyer Purchaser shall remit any amounts due to any Seller within thirty (30) days, or thirty (30) days of receipt of same from tenants where same is a tenant obligation. Thereafter, Buyer Purchaser shall be solely responsible for performing any Rents and Operating Expense reconciliations with 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 may Purchaser shall include in any Rents and Operating Expense reconciliations with the tenants under the Leases copies of any applicable billing statements and invoice back-up provided by Sellers Seller for operating expenses incurred by Sellers Seller during the period of Sellers’ Seller’s ownership of the PropertiesProperty. 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 the Property shall be prorated as of 11:59 PM 12:01 a.m. on the day prior to the Closing Date. Each Seller shall pay all utility charges and other operating expenses attributable to the respective Property, if any (collectively, the “Operating Expenses”), incurred prior to, but not including, the Closing Date (except for those Operating ExpensesExpenses payable, whether actually paid or unpaid, which are payable directly by tenants to such utility, service or other provider for such tenant’s leased premises in accordance with its Leasethe Leases) and Buyer shall pay all Operating Expenses attributable to the Property on and or after the Closing Date. All Operating Expenses paid or payable by the tenants in accordance with the Leases shall be allocated between Sellers Seller and Buyer, with Sellers 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 Sellers Seller and Buyer in accordance with this Section 5.2. Sellers agree to use commercially reasonable efforts to cause all meters Meters for all public utilities (including water) being used on the Properties to Property shall be ordered read by Seller on the day of giving possession to Buyer or as soon as reasonably practical following the Closing Date. Buyer, and 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 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 Sellers have with any of the utility services or companies servicing the Properties. Within ninety At least five (905) days following prior to the Closing Date, each Seller shall deliver to Buyer a reconciliation statement of the Rents and Operating Expenses for the Property 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 reconciliation statement shall include tenant invoice calculations and reasonable Rents and Operating Expense invoice back-up. Within the thirty (30) day period following each Seller’s delivery of such reconciliation statement for Rents and Operating Expenses, each Seller and Buyer shall work in good faith to resolve any issues with respect to such reconciliation statements. Upon approval of the Rents and Operating Expense reconciliation statementsstatement, each Seller shall remit any amounts due from either Seller or Buyer to Buyer within thirty 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 (30other than Taxes, as more particularly described below) days and Buyer shall remit any amounts due to any Seller within thirty (30) days, or thirty (30) days of receipt of same from tenants where same is a tenant obligationoccur. Thereafter, Buyer shall be solely responsible for performing any Rents and Operating Expense reconciliations with 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 . Seller shall not assign to reasonably cooperate Buyer any deposits which Seller has with Bxxxx’s performance of such reconciliations at no material cost to Sellers. Buyer may include in any Rents and Operating Expense reconciliations with the tenants under the Leases copies of any applicable billing statements and invoice back-up provided by Sellers for operating expenses incurred by Sellers during the period of Sellers’ ownership of the Propertiesutility services or companies servicing 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 Property shall be prorated as of 11:59 PM 12:01 AM on the day prior to the Closing Date. Each respective Seller shall pay all utility charges and other operating expenses attributable to the respective PropertyProperty owned by such Seller, if any (collectively, the “Operating Expenses”), incurred prior to, but not including, the Closing Date (except for those Operating ExpensesExpenses payable, whether actually paid or unpaid, which are payable directly by tenants to such utility, service or other provider Tenants for such tenantTenant’s leased premises in accordance with its Leasethe Leases) and Buyer shall pay all Operating Expenses attributable to the Property Properties on and after the Closing Date. All Operating Expenses paid or payable by the tenants Tenants in accordance with the Leases shall be allocated between Sellers each respective Seller and Buyer, with Sellers 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 Sellers each Seller and Buyer in accordance with this Section 5.2. Sellers agree Each respective Seller agrees to use commercially reasonable efforts to cause all meters for all public utilities (including water) being used on the Properties Property owned by such Seller 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 Sellers have any Seller has with any of the utility services or companies servicing the PropertiesProperty. 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 which owned by 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 each any Seller’s delivery of such post-Closing reconciliation statement for Rents and Operating Expenses, each such Seller and Buyer shall work in good faith to resolve any issues with respect to such reconciliation statementsstatement; 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 Rents and Operating Expense reconciliation statementsstatement, 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 any each respective 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 under the Leases Tenants 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 may shall include in any Rents and Operating Expense reconciliations with the tenants under the Leases Tenants copies of any applicable billing statements and invoice back-up provided by Sellers each respective Seller for operating expenses incurred by Sellers such Seller during the period of Sellers’ such Seller’s ownership of the PropertiesProperty. This Section 5.2 shall survive the Closing and not be merged therein.

Property Operating Expenses. Operating Expenses (as hereinafter defined) for each Property shall be prorated as of 11:59 PM on the day prior to the Closing Date. Each Seller shall pay all utility charges and other operating expenses attributable to the respective Property, if any (collectively, the “Operating Expenses”), incurred prior to, but not including, the Closing Date (except for those Operating ExpensesExpenses payable, whether actually paid or unpaid, which are payable directly by tenants to such utility, service or other provider for such tenant’s leased premises in accordance with its Leasethe Leases) and Buyer shall pay all Operating Expenses attributable to the Property on and after the Closing Date. All Operating Expenses paid or payable by the tenants in accordance with the Leases shall be allocated between Sellers and Buyer, with 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 Sellers and Buyer in accordance with this Section 5.2. Sellers agree to use commercially reasonable efforts to cause all meters for all public utilities (including water) being used on the Properties to be read on the day of giving possession to Buyer or as soon as reasonably practical following the Closing Date. Buyer shall use good faith, commercially reasonable 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 Sellers have with any of the utility services or companies servicing the Properties. Within ninety (90) days following the Closing Date, each Seller shall deliver to Buyer a reconciliation statement of the Rents and Operating Expenses for the Property 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 reconciliation statement shall include tenant invoice calculations and reasonable Rents and Operating Expense invoice back-up. Within the thirty (30) day period following each Seller’s delivery of such reconciliation statement for Rents and Operating Expenses, each Seller and Buyer shall work in good faith to resolve any issues with respect to such reconciliation statements. Upon approval of the Rents and Operating Expense reconciliation statements, each Seller shall remit any amounts 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 and based on any underpayments of Operating Expenses 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 Rents and Operating Expense reconciliations with 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 may shall include in any Rents and Operating Expense reconciliations with the tenants under the Leases copies of any applicable billing statements and invoice back-up provided by Sellers for operating expenses incurred by Sellers during the period of Sellers’ ownership of the Properties. This Section 5.2 shall survive the Closing and not be merged therein.

Property Operating Expenses. a) Operating Expenses (as hereinafter defined) for each the Property shall be prorated as of 11:59 PM on the day prior to the Closing Date. Each Seller shall pay all utility charges and other operating expenses attributable to the respective Property, if any (collectively, the “Operating Expenses”), incurred prior to, but not including, the Closing Date (except for those Operating ExpensesExpenses payable, whether actually paid or unpaid, which are payable directly by tenants to such utility, service or other provider for such tenant’s leased premises in accordance with its Leasethe Leases) and Buyer shall pay all Operating Expenses attributable to the Property on and after the Closing Date. All Operating Expenses paid or payable by the tenants in accordance with the Leases shall be allocated between Sellers Seller and Buyer, with Sellers 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 Sellers Seller and Buyer in accordance with this Section 5.2. Sellers agree Seller agrees to use commercially reasonable efforts to cause all meters for all public utilities (including water) being used on the Properties Property 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 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 Sellers have Seller has with any of the utility services or companies servicing the Properties. Within ninety (90) days following the Closing Date, each Seller shall deliver to Buyer a reconciliation statement of the Rents and Operating Expenses for the Property 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 reconciliation statement shall include tenant invoice calculations and reasonable Rents and Operating Expense invoice back-up. Within the thirty (30) day period following each Seller’s delivery of such reconciliation statement for Rents and Operating Expenses, each Seller and Buyer shall work in good faith to resolve any issues with respect to such reconciliation statements. Upon approval of the Rents and Operating Expense reconciliation statements, each Seller shall remit any amounts due to Buyer within thirty (30) days and Buyer shall remit any amounts due to 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 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 may include in any Rents and Operating Expense reconciliations with the tenants under the Leases copies of any applicable billing statements and invoice back-up provided by Sellers for operating expenses incurred by Sellers during the period of Sellers’ ownership of the Properties. This Section 5.2 shall survive the Closing and not be merged thereinProperty.

Property Operating Expenses. Operating Expenses expenses for the Properties, including (i) insurance premiums for insurance policies with terms extending beyond the Closing Date that are not required to be cancelled effective as hereinafter definedof the Closing in accordance with the last sentence of this Section 8.5(e), and (ii) for each Property the fees, reimbursable expenses and other compensation and amounts properly payable to Manager pursuant to the Management Agreement, shall be prorated as of 11:59 PM 12:01 a.m. on the day Closing Date; provided that Buyer shall assume and be fully responsible for any disposition fees or termination fees payable to or claimed by Manager in connection with the transactions contemplated by this Agreement. Seller shall pay or cause the Acquired Companies to pay prior to the Closing Date. Each Seller all utility charges and other operating expenses attributable to the Property as of 12:01 a.m. on the Closing Date (except for those utility charges and operating expenses payable directly by Tenants in accordance with the Leases, which shall not be prorated), and Buyer shall pay all utility charges and other operating expenses attributable to the respective Property, if any (collectively, the “Operating Expenses”), incurred prior to, but not including, the Closing Date (except for those Operating Expenses, whether actually paid or unpaid, which are payable directly by tenants to such utility, service or other provider for such tenant’s leased premises in accordance with its Lease) and Buyer shall pay all Operating Expenses attributable to the Property on or after such time and after the Closing Datedate. All Operating Expenses paid or payable For those utility charges reimbursable by the tenants Tenants in accordance with the Leases shall be allocated between Sellers Leases, which reimbursements are paid by or on behalf of an Acquired Company and Buyer, with Sellers responsible for periods prior to, but not includingcollected from the Tenants, the parties hereto shall use the most recent tenant utility reimbursement statements for the purpose of making Closing Date and Buyer responsible for all periods on and after the Closing Date, and all applicable amounts to be trued up between Sellers and Buyer in accordance with adjustments under this Section 5.2. Sellers agree to use commercially reasonable efforts to cause all meters for all public utilities (including water) being used on the Properties to be read on the day of giving possession to 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 Date8.5(e). To the extent that the amount of actual consumption of any utility services is not determined prior to the Closing DateClosing, a proration shall be made at the Closing based on the last most recent available readingmonthly billing statement. Sellers Buyer shall not assign pay to Buyer Seller at the Closing an amount equal to the aggregate deposits, if any, which Seller or any deposits which Sellers have Acquired Company has with any of the utility services or service companies servicing the PropertiesProperty. Within ninety (90) days following Notwithstanding anything to the Closing Date, each Seller shall deliver to Buyer a reconciliation statement of the Rents and Operating Expenses for the Property which such Seller owns for the portion of the calendar year contrary in which the Closing occurs that the Property was owned by such Seller. Each Seller’s reconciliation statement shall include tenant invoice calculations and reasonable Rents and Operating Expense invoice back-up. Within the thirty (30) day period following each Seller’s delivery of such reconciliation statement for Rents and Operating Expenses, each Seller and Buyer shall work in good faith to resolve any issues with respect to such reconciliation statements. Upon approval of the Rents and Operating Expense reconciliation statements, each Seller shall remit any amounts due to Buyer within thirty (30) days and Buyer shall remit any amounts due to any Seller within thirty (30) days, or thirty (30) days of receipt of same from tenants where same is a tenant obligation. Thereafterthis Agreement, Buyer shall be solely responsible for performing any Rents and Operating Expense reconciliations with tenants under cause the Leases with respect property insurance policies held by the Acquired Companies as of immediately prior 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 may include in any Rents and Operating Expense reconciliations with the tenants under the Leases copies of any applicable billing statements and invoice back-up provided by Sellers for operating expenses incurred by Sellers during the period of Sellers’ ownership of the Properties. This Section 5.2 shall survive be cancelled effective upon the Closing and not be merged thereinBuyer shall, and shall cause the Acquired Companies to, (i) obtain the full amount of any available refund(s) of premiums previously paid under such policies, and (ii) promptly pay to Seller the full amount of any such refunds received by Buyer or the Acquired Companies.