Common use of Re-Adjustment Clause in Contracts

Re-Adjustment. Following the Closing Date, all items subject to proration or apportionment pursuant to this Article X shall be re-prorated and re-apportioned as of the Final Adjustment Point. For purposes of this Section 10.12, all references in this Article X to the Initial Adjustment Point in calculations of adjustments and apportionments shall instead refer to the Final Adjustment Point, mutatis mutandis. Additionally, in the event any prorations or apportionments made under this Article X shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same; provided, however, in no event shall the foregoing sentence be construed to mean that if the actual results for any period following the Final Adjustment Point are different from the Net Cash Flow Forecast applicable to such period that an adjustment will be made, it being the intent of the parties that the purpose of such sentence is to correct errors in calculation and differences in budgeted versus actual net cash flow of the Properties. Any item that cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated as of the Final Adjustment Point when the information is available. Notwithstanding anything to the contrary set forth herein, all reprorations contemplated by this Agreement shall be completed within ninety (90) days after Closing, except to the extent the actual amounts of Taxes prorated in the calculations set forth in or pursuant to Section 10.2(a) above are not available during such period, reprorations with respect thereto shall be made within ninety (90) days of receipt of the final bills for such Taxes. The obligations of Sellers and Buyer under this Article X shall survive the Closing.

Re-Adjustment. Following the Closing Date, all If any items subject to proration or apportionment be adjusted pursuant to this Article X Schedule 2 are not determinable at the Closing, the adjustment shall be re-prorated made subsequent to the Closing when the charge is determined. Purchaser shall deliver to Seller no later than one hundred eighty (180) days following the Closing Date a schedule of prorations setting forth Purchaser’s determination of all adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this Schedule 2. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is one hundred eighty (180) days following the Closing. If Seller shall raise any objections to Purchaser’s schedule as provided above, the parties shall meet within ten (10) days after submission of Seller’s notice thereof and re-apportioned as attempt to resolve such objections. If any objections are not resolved within said ten (10) day period, such objections may thereafter be submitted by either party for determination to a nationally recognized and impartial accounting firm. The determination of such firm shall be final and conclusive on the parties and judgment may be entered thereon in any court of competent jurisdiction. The rules of the Final Adjustment PointAAA applicable to commercial arbitrations shall apply to any such arbitration, and the parties shall bear the fees and expenses of the firm handling such determination equally. For purposes of this Section 10.12, all references in this Article X to the Initial Adjustment Point in calculations of adjustments and apportionments shall instead refer to the Final Adjustment Point, mutatis mutandis. Additionally, in the event any prorations or apportionments made under this Article X shall prove to be incorrect for any reason, then any party Purchaser’s schedule shall be entitled to an adjustment to correct the same; provided, however, in no event shall the foregoing sentence be construed to mean that if the actual results for any period following the Final Adjustment Point are different from the Net Cash Flow Forecast applicable to such period that an adjustment will be made, it being the intent deemed amended by agreement of the parties that the purpose or determination of such sentence is to correct errors in calculation and differences in budgeted versus actual net cash flow of the Properties. Any item that cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated as of the Final Adjustment Point when the information is available. Notwithstanding anything to the contrary set forth hereinaccounting firm, all reprorations contemplated by this Agreement shall be completed and, within ninety ten (9010) days after Closingsuch agreement or determination (or, except if Seller raises no objections to Purchaser’s schedule, the extent the actual amounts of Taxes prorated in the calculations set forth in or pursuant to Section 10.2(a) above are not available during such period, reprorations with respect thereto shall be made within ninety (90) days of receipt expiration of the final bills for sixty (60) day objection period), then Seller shall pay to Purchaser, or Purchaser shall pay to Seller, as the case may be, the balance due such Taxes. The obligations of Sellers and Buyer under this Article X shall survive the Closingparty based upon Purchaser’s schedule, as so finalized.

Re-Adjustment. Following the Closing DateExcept as provided in Section 10.1(b) and Article XIII, all if any items subject to proration or apportionment be adjusted pursuant to this Article X are not determinable at the Closing, the adjustments shall be re-prorated and re-apportioned as of made subsequent to the Final Adjustment Point. For purposes Closing in accordance with the terms of this Section 10.12, all references 10.3. Buyer shall deliver to Seller no later than one hundred eighty (180) days following the Closing Date a schedule of prorations setting Buyer’s determination of any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this Article X (including the adjustment with respect to the Initial Adjustment Point in calculations Property Operating Prorations) (the “Prorations True Up Statement”). Seller shall, within ten (10) Business Days of adjustments its receipt of the Prorations True Up Statement, provide Buyer with Seller’s written objections and apportionments shall instead refer proposed corrections to the Final Adjustment Point, mutatis mutandis. Additionally, in the event any prorations or apportionments made under this Article X shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same; provided, however, in no event shall the foregoing sentence be construed to mean that if the actual results for any period following the Final Adjustment Point are different from the Net Cash Flow Forecast applicable to such period that an adjustment will be made, it being the intent of the parties that the purpose of such sentence is to correct errors in calculation items and differences in budgeted versus actual net cash flow of the Properties. Any item that cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated as of the Final Adjustment Point when the information is available. Notwithstanding anything to the contrary set forth herein, all reprorations contemplated by this Agreement shall be completed within ninety (90) days after Closing, except to the extent the actual amounts of Taxes prorated in the calculations set forth in or pursuant to Section 10.2(athe Prorations True Up Statement. In the event that Seller does not receive such objections and/or corrections within such ten (10) above are not available during such Business Day period, reprorations Buyer shall deliver a written notice to Seller with respect thereto shall be made to the same (the “Proration Notice”) and if Seller still has not responded within ninety two (902) days Business Days of receipt of the final bills for Proration Notice, Seller shall be deemed to be in agreement and acceptance of the Prorations True Up Statement delivered by Buyer. In the event Seller timely delivers such Taxesobjection notice, each of Seller and Buyer shall use good faith efforts to resolve any such disagreements. The party owing funds pursuant to a re-adjustment under this Section 10.3 shall pay the funds to the other party within ten (10) Business Days following the finalization of the re-adjustments pursuant to this Section 10.3. The obligations of Sellers Seller and Buyer under this Article X shall survive the Closing.