Re-proration. To the extent Taxes and other items were estimated at Closing or discovered to be in error after Closing, Purchaser and Seller shall make any final adjustments for prorations of such items, based upon the actual amount of such items charged to or received by the parties for the applicable fiscal periods. The parties shall make the appropriate final adjusting payment between them within 30 days after presentment by a party to the other party of its calculations, but in no event will any party present its calculations to the other party later than January 15, 2023. Seller may inspect Purchaser’s books and records related to the Property to confirm any calculations.
Re-proration. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills) or appeals are pending, the parties shall allocate such revenue or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable revenue or expense. The obligation to make the adjustment shall survive Closing. Any revenue received or expense incurred by Seller or Buyer with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The proration provisions of this Agreement shall survive Closing for a period of twelve (12) months.
Re-proration. If at any time within one year after the Closing Date the amount of any prorated items shall prove to have been incorrect, the party in whose favor the error was made shall pay to the other party the sum necessary to correct the error within ten (10) business days after receipt of proof of such error from the other party. Any valid xxxx that is received by Seller or Buyer after the Closing shall be prorated as of the Closing in accordance with the terms of the indemnification set forth herein, and each party liable therefor shall pay its pro rata share within ten (10) days after receipt of notice and evidence of the validity thereof. This Paragraph shall expressly survive the Closing hereunder. No re-prorations or adjustments shall be made more than one year after the Closing Date absent fraud, deceit or intentional misconduct; no re-prorations or adjustments shall be made for real property taxes (as set forth in Section 10(d)(i) above) or matters in the aggregate less than $5,000.
Re-proration. After the Closing Date, when periodic tenant reconciliations are performed (which tenant reconciliations shall be performed no later than sixty (60) days after the end of the calendar year), Buyer and Seller shall promptly re-prorate the rent, charges and revenues under the Lease if any additional rent is due to or owed by the tenant under the terms of the Lease for the period prior to Close of Escrow. Any amounts due from one party to the other as a result of the re-proration shall be paid in cash at the time of the re-proration.
Re-proration. In the event that any adjustments or prorations cannot be apportioned or adjusted at the Closing by reason of the fact that final or liquidated amounts have not been ascertained, or are not available as of such date, the parties hereto agree to apportion or adjust such items on the basis of their best estimates of the amounts at the Closing and, subject to the terms of this Agreement, to re-prorate any and all of such amounts promptly when the final or liquidated amounts are ascertained. In the event of any omission or mathematical error on the closing statement, or if the prorations, apportionments and computations shall prove to be incorrect for any reason, the same shall be promptly adjusted when determined and the appropriate party paid any monies owed. Final prorations and adjustments shall be made within, but no later than, one hundred eighty (180) days following Closing.
Re-proration. As to any Additional Rents (including all “Operating Expenses” (as such term is defined in the Lease)) that are based on estimates and that are subject to adjustment or reconciliation pursuant to the Lease after the Closing Date, Seller and Purchaser will prorate those Additional Rents at the time that those estimates are actually adjusted or reconciled pursuant to the terms of the Lease. Purchaser will deliver bills to each tenant for these adjusted Additional Rents by no later than one hundred twenty (120) days after the end of the applicable calendar year (and concurrently therewith Purchaser shall provide Seller with a statement of credit or invoice of amounts owed by Seller for Additional Rent reconciliations for the subject calendar year), and Purchaser will use commercially reasonable efforts to pursue collection of those bills. Any amounts that may be due Seller as a result of the re-prorations will be paid by Purchaser to Seller within ten (10) Business Days after the date actually collected from Tenants, and any amounts that may be due the tenants from Seller as a result of the re-prorations will be paid by Seller to Purchaser within ten (10) Business Days after Purchaser delivers a written request therefor to Seller (together with reasonable evidence of the amount due the tenants).
Re-proration. After the Closing Date, when periodic tenant reconciliations are performed, Buyer and Seller shall promptly re-prorate the rent, charges and revenues under the Leases if (i) Buyer receives from a Tenant rent allocable to the period prior to and including the Proration Date (e.g., a Tenant’s share of operating expenses allocable to the period prior to and including the Proration Date exceeds the amount of operating expenses paid by that Tenant to Seller for that period and, as a result, the Tenant pays to Buyer additional rent under the terms of its Lease), or (ii) at any time after the Proration Date, a Tenant is entitled to be reimbursed (or receive a credit against future rent) for rent paid by the Tenant to Seller allocable to the period prior to and including the Proration Date (e.g., a Tenant’s share of operating expenses allocable to the period prior to and including the Proration Date is less than the amount of operating expenses paid by the Tenant to Seller during that period). Any amounts due from one party to the other as a result of the re-proration shall be paid in cash at the time of the re-proration.
Re-proration. There shall be no re-prorations after the Closing Date of any Tenant reconciliations.
