Tenant Common Area Charges. Prior to the Closing, Seller shall complete a reconciliation of the charges to Tenants for maintenance expenses, operating expenses and taxes (“CAM”) for the calendar year 2018 and collect from or credit to all Tenants, as applicable, all adjustments thereto on a Property-by-Property basis. In the event any 2018 CAM adjustments owed to Tenants are accomplished by a rent credit for any period from and after the Closing Date, then Buyer shall receive a credit against the Allocated Purchase Price for such Property in an amount equal to such portion of the rent credit for the period from and after the Closing Date. Seller shall prepare all reconciliations of charges to Tenants for CAM for the year to date/2019 on a Property-by-Property (and Tenant-by-Tenant) basis. If the partial calendar year 2019 reconciliation shows that a Respective Seller would owe a Tenant a refund of CAM (as if such Tenant reconciliation had occurred on such date), such amount owed shall be credited to Buyer at Closing and Buyer shall indemnify, defend and hold harmless Respective Seller and the Seller Parties from any further liability therefor. If the reconciliation shows that a Tenant would owe a Respective Seller additional CAM charges (as if such Tenant reconciliation had occurred on such date), such amount owed to such Respective Seller shall be credited to Respective Seller at Closing and Buyer shall assume responsibility for collecting such amounts from Tenants. Notwithstanding the foregoing, (i) Seller shall be responsible for the 2019 CAM allocable to any vacant space for the period prior to Closing, and (ii) no credit shall be due at Closing to Seller with respect to any under-collection of 2019 CAM from a Tenant that arises from a delinquency owed by a Tenant (as opposed to an underestimated of CAM for such period).
Appears in 4 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement
Tenant Common Area Charges. Prior to the Closing, Seller shall complete a reconciliation of the charges to Tenants Adjustments for maintenance expenses, operating expenses and taxes (“CAM”) for the calendar year 2018 and collect from 2012 will not be prorated or credit adjusted at Closing. Buyer shall complete a reconciliation of CAM charges to all TenantsTenant for the year 2012 in accordance with the provisions of the Lease, as applicableand, all adjustments thereto on a Property-by-Property basis. In in the event any 2018 CAM adjustments owed Closing occurs after September 1, 2012, Seller shall have the right to Tenants are accomplished by a rent credit for any period from review and after the Closing Date, then approve such reconciliation; provided that Seller agrees to provide within thirty (30) days of Buyer’s request such information as Buyer shall receive a credit against the Allocated Purchase Price for such Property in an amount equal to such portion of the rent credit reasonably requests for the period from and after applicable to Seller’s ownership of the Closing Date. Seller shall prepare all reconciliations of charges Properties so as to Tenants for CAM for the year enable Buyer to date/2019 on a Property-by-Property (and Tenant-by-Tenant) basiscomplete such reconciliation. If the partial calendar year 2019 reconciliation shows that a Respective Seller would owe a Tenant a refund of owes the Tenants additional CAM (as if such Tenant reconciliation had occurred on such date)charges, Seller shall pay to Buyer such amount owed shall be credited to Buyer at Closing and Buyer shall indemnify, defend and hold harmless Respective Seller and the Seller Parties from any further liability therefor. If the reconciliation shows that a Tenant would the Tenants owe a Respective Seller additional CAM charges (as if such Tenant reconciliation had occurred on such date)charges, Buyer shall pay such amount owed to such Respective Seller shall be credited to Respective Seller at Closing and within (30) days of receipt of payment of said sum by Buyer from Tenants net of reasonable costs of collection, including without limitation reasonable attorneys’ fees; Buyer shall assume responsibility for collecting such amounts from Tenants. Notwithstanding Tenants for a period of ninety (90) days after Closing in accordance with Buyer’s normal collection practices and the foregoing, (i) Seller shall be responsible for the 2019 CAM allocable to any vacant space for the period prior to Closing, and (ii) no credit shall be due at Closing to Seller with respect to any under-collection terms of 2019 CAM from a Tenant that arises from a delinquency owed by a Tenant (as opposed to an underestimated of CAM for such period)this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Cole Corporate Income Trust, Inc.)
