Common use of Additional Rents Clause in Contracts

Additional Rents. If any tenants are required to pay percentage rent, escalation charges for real estate taxes, parking charges, operating expenses and maintenance escalation rents or charges, cost-of-living increases or other charges of a similar nature ("Additional Rents") and any Additional Rents are received from a tenant after the Closing Date, then the Purchaser shall apply such Additional Rents (i) first, to the applicable rental period(s) following the period in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, (ii) second, to the applicable rental period in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, and (iii) third, to the applicable rental period(s) preceding the period in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, less, in the case of rents received by the Purchaser, a proportionate share of any reasonable attorneys' fees and costs and expenses expended by the Purchaser in connection with collection thereof. Notwithstanding the foregoing allocation, if and to the extent that any remittance of Additional Rents is accompanied by express directions from a tenant that such Additional Rents are allocable to a specific rental period, such Additional Rents shall be applied first to the rental period so specified, and the remainder shall be applied in accordance with the immediately preceding sentence. To the extent that such Additional Rents consist of percentage rents, such Additional Rents shall be allocated under this Section 3.3.2 based on the assumption that such Additional Rents are earned at a constant rate during the course of the period for which such Additional Rents are paid. The obligations of this Section 3.3.2 shall survive the Closing. In the event that the provisions of any Lease regarding calculation of Additional Rents call for a partial refunding or credit of such Additional Rents for any period paid in advance by such tenant, the Sellers shall pay a portion of such refund or credit, net of offsets, ratably attributable to the portion of such Additional Rents received by the Sellers for such period. 3.3.3

Additional Rents. If any tenants are required to pay Any percentage rent, escalation charges for real estate taxes, parking charges, operating expenses and maintenance expenses, pass-throughs for roof, parking area and other capital asset replacements (including amortization payments), escalation rents or charges, cost-of-electricity charges, cost of living increases or any other charges of a similar nature other than fixed or base rent under the Leases (collectively, the "Additional Rents") and any Additional Rents are received from a tenant after shall be prorated as of the Closing DateDate between Buyer and Seller, then proration payments to be made on or before the Purchaser shall apply such Additional Rents date which is ninety (i90) first, to the applicable rental period(s) days following the period end of the calendar year in which the Closing occurredoccurs based on the actual number of days of the year and month which shall have elapsed as of the Closing Date. Prior to Closing, Seller shall provide Buyer on an estimated basis with information regarding Additional Rents which were received by Seller prior to Closing and the amount of reimbursable expenses paid by Seller prior to Closing. If Seller's collections of such amounts is in excess of the amounts actually paid by Seller for such items for the period prior to Closing, then Buyer shall receive a credit at Closing for the excess amounts collected. Buyer shall apply all such excess amounts to the extent of any Additional Rents due and owing charges owed by Buyer for such perioditems for the period after the Closing and, (ii) secondif required by the Leases, shall rebate or credit the tenants with any remainder. If it is determined that the amount collected during Seller's ownership period was less than the amounts actually paid by Seller for such items for the period prior to the applicable rental period Closing, then the collection and remitting of such amounts shall be governed by the provisions of subsection (iii) above regarding the post-closing application of rents. With respect to reimbursable expenses paid by Seller prior to Closing, but not billed to tenants prior to Closing, Seller will provide to Buyer all relevant information including supporting documentation and Seller's calculation of the amount to be billed to each tenant. On or before the date which is ninety (90) days following the end of the calendar year in which the Closing occurredoccurs, Buyer shall deliver to Seller a reconciliation of all expenses reimbursable by tenants under the extent of any Additional Rents due and owing for such periodLeases, and (iii) third, to the applicable rental period(s) preceding the period in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, less, in the case of rents received by the Purchaser, a proportionate share of any reasonable attorneys' fees and costs and expenses expended by the Purchaser in connection with collection thereof. Notwithstanding the foregoing allocation, if and to the extent that any remittance amount of Additional Rents is accompanied received by express directions from a tenant that such Additional Rents are allocable to a specific rental periodSeller and Buyer relating thereto (the "Reconciliation"). Upon reasonable notice and during normal business hours, such Additional Rents each party shall be applied first make available to the rental period so specified, and other all information reasonably required to confirm the remainder shall be applied in accordance with the immediately preceding sentence. To the extent that such Additional Rents consist of percentage rents, such Additional Rents shall be allocated under this Section 3.3.2 based on the assumption that such Additional Rents are earned at a constant rate during the course of the period for which such Additional Rents are paid. The obligations of this Section 3.3.2 shall survive the ClosingReconciliation. In the event that the provisions of any Lease regarding calculation overpayment of Additional Rents call for a partial refunding by the tenants to Seller, Seller shall promptly, but in no event later than fifteen (15) days after receipt of the Reconciliation, pay to Buyer the amount of such overpayment and Buyer, as the landlord under the particular Leases, shall pay or credit to each applicable tenant the amount of such overpayment. In the event of an underpayment of Additional Rents for any period paid in advance by such tenantthe tenants to Seller, the Sellers Buyer shall pay a portion to Seller the amount of such refund or credit, net underpayment within fifteen (15) days following Buyer's receipt of offsets, ratably attributable to any such amounts from the portion of such Additional Rents received by the Sellers for such period. 3.3.3tenants.

Additional Rents. If any tenants are required to pay percentage rent, escalation charges for real estate taxes, parking charges, operating expenses and maintenance escalation rents or charges, cost-of-living increases or other charges of a similar nature ("Additional Rents") and any Additional Rents are received collected by the Purchaser from a tenant after the Closing Date, then the Purchaser shall apply such Additional Rents in the manner specified by such tenant and if tenant does not specify in the following order of priority: (i) first, first to any Additional Rents owed by such tenant for the applicable rental period(s) following the period month in which the Closing occurred, (ii) second to the extent of any Additional Rents due and owing owed by such tenant for such period, (ii) second, to the applicable rental period month following the month in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, and (iii) third, to any Additional Rents owed by such tenant for the applicable rental period(s) month preceding the period month in which the Closing occurred. Collection After the Closing. After the Closing, the Seller shall continue to have the right, in its own name, to demand payment of and to collect Rent and Additional Rent arrearages owed to the extent of Seller by any Additional Rents due and owing for such periodtenant, lesswhich right shall include, in without limitation, the case of rents received by right to continue or commence legal actions or proceedings against any tenant. The Purchaser agrees to cooperate (at no expense to Purchaser) with the Purchaser, a proportionate share of any reasonable attorneys' fees and costs and expenses expended by the Purchaser Seller in connection with collection thereof. Notwithstanding all efforts by the foregoing allocation, if Seller to collect such Rents and Additional Rents and to take all steps, whether before or after the extent that Closing Date, as may be reasonably necessary to carry out the intention of the foregoing, including, without limitation, the delivery to the Seller, upon demand, of any remittance relevant books and records (including any Rent or Additional Rent statements, receipted bills and copies of tenant checks used in payment of such Rent or Additional Rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Rents and Additional Rents is accompanied by express directions from a tenant that such the Seller. [If for any fiscal period which includes the Adjustment Date tenants are paying Additional Rents are allocable to a specific rental periodRent based upon estimates prepared by the Seller, such Additional Rents shall be applied first to reapportioned when the rental actual expenses for the fiscal period so specified, and the remainder shall be applied in accordance with the immediately preceding sentence. To the extent that such Additional Rents consist of percentage rents, such Additional Rents shall be allocated under this Section 3.3.2 based on the assumption that such Additional Rents are earned at a constant rate during the course of the period for which such Additional Rents are paid. The obligations of this Section 3.3.2 shall survive the Closing. In the event that the provisions of any Lease regarding calculation of Additional Rents call for a partial refunding or credit of such Additional Rents for any period paid in advance by such tenant, the Sellers shall pay a portion of such refund or credit, net of offsets, ratably attributable to the portion of such Additional Rents received by the Sellers for such period. 3.3.3known.]

Additional Rents. If any tenants are required to pay percentage rent, escalation charges for real estate taxes, parking charges, operating expenses and maintenance escalation rents or charges, cost-of-living increases or other charges of a similar nature ("Additional RentsADDITIONAL RENTS") and any Additional Rents are received collected by the Purchaser from a tenant after the Closing Date, then the Purchaser shall promptly apply such Additional Rents sums received from such tenant during the following periods in the following order of priority: (i) first, to the applicable rental period(s) following the period then current month in which the Closing occurred, to the extent of any payment was received if Additional Rents Rent is due and owing for such periodmonth, (ii) second, to the applicable rental period months in which any arrearages exist, paying off the Closing occurred, to the extent of any most recent arrears first. If Additional Rents due and owing for such period, and (iii) third, to the applicable rental period(s) preceding the period in which the Closing occurred, to the extent of or any Additional Rents due and owing for such period, less, in the case of rents portion thereof received by the PurchaserSeller or the Purchaser after the Closing are due and payable to the other party by reason of this allocation, the appropriate sum, less a proportionate share of any reasonable attorneys' fees and costs and expenses expended by the Purchaser in connection with the collection thereof. Notwithstanding , shall be promptly paid to the foregoing allocation, if and other party (to the extent that any remittance not collected from or reimbursed by tenants). At the Closing, Seller shall deliver to Purchaser a list of Additional Rents is accompanied Rent billed to tenants for the calendar year in which the Closing occurs (both on a monthly basis and in the aggregate), the basis for which the monthly amounts are being billed and the amounts incurred by express directions from a tenant that Seller on account of the components of Additional Rent for such calendar year. Upon the reconciliation by Purchaser of the Additional Rents are allocable billed to a specific rental period, such Additional Rents shall be applied first to the rental period so specifiedTenants, and the remainder amounts actually incurred for such calendar year, Seller and Purchaser shall be applied in accordance with liable for overpayments of Additional Rents, and shall be entitled to payments from Tenants, as the immediately preceding sentencecase may be, on a pro-rata basis based upon each party's period of ownership during such calendar year. To the extent that Seller is liable for an overpayment, it shall make such Additional Rents consist of percentage rentsoverpayment to Purchaser within thirty (30) days after request, such Additional Rents shall be allocated under this Section 3.3.2 based on the assumption that such Additional Rents are earned at a constant rate during the course of the period for which such Additional Rents are paid. The obligations of this Section 3.3.2 shall survive the Closing. In the event that the provisions of any Lease regarding calculation of Additional Rents call for a partial refunding or credit of such Additional Rents for any period paid in advance further distribution by such tenant, the Sellers shall pay a portion of such refund or credit, net of offsets, ratably attributable Purchaser to the portion of such Additional Rents received by the Sellers for such period. 3.3.3tenants, as applicable.

Additional Rents. (a) If any tenants Tenants are required to pay percentage rentrents, charges for operating expenses, escalation charges for real estate taxesincreases in operating expenses, parking chargesif any, operating expenses and maintenance escalation rents or chargesbusiness improvement district assessments, labor cost increases, cost-of-living increases increases, charges for electricity, water, cleaning or overtime services, work order charges, “sundry charges” or other charges of a similar nature ("collectively, “Additional Rents") ”), the same shall be adjusted on an if, as and when collected basis. With respect to any estimated Additional Rents paid or payable by Tenants for any period prior to the Closing which, pursuant to the applicable Lease, are received from a tenant to be recalculated after the Closing Datebased upon actual expenses and other relevant factors, then (i) Seller agrees, with respect to such adjustments which are in favor of any such Tenant, to pay to Owner Seller’s proportionate share of the amount of such adjustment (after which Owner shall pay directly to the Tenant in question), within fifteen (15) days after written demand and presentation to Seller of documentation in support of such adjustments, and (ii) Seller and Purchaser shall apply agree to cause Owner, with respect to such adjustments which are in favor of landlord, to pay to Seller its proportionate share of the amount of such adjustments which the Tenant pays to Owner, within fifteen (15) days after receipt thereof by Owner. Seller and Purchaser agree to cause Owner to, in accordance with Owner’s standard practice in the management and operation of the Real Property, xxxx Tenants such Additional Rents attributable to an accounting period that shall have expired prior to the Closing in the same manner that Owner bills tenants for Additional Rents in respect of an accounting period that shall expire after the Closing (iincluding without limitation, the annual “true up” at the end of each calendar year). Notwithstanding anything contained herein to the contrary, (A) firstSeller shall have the right, at its sole cost and expense, to pursue in its own name, or in the applicable rental period(s) following name of Owner, after the period Closing any tenants to collect delinquencies for periods prior to the Closing (including, without limitation, by the prosecution of an action or proceeding, provided that with respect to tenants who are, at the time in question, in occupancy of any portion of the Property, no such action or proceeding shall require the eviction of any such tenant without the Purchaser’s consent, and in which the Closing occurred, to the extent event all sums collected by Seller as a result of any Additional Rents due and owing for such period, litigation (ii) second, to the applicable rental period in which the Closing occurred, to the extent after payment of any Additional Rents due and owing for such period, and (iii) third, to the applicable rental period(s) preceding the period in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, less, in the case of rents received by the Purchaser, a proportionate share of any reasonable attorneys' fees and all costs and expenses expended by the Purchaser in connection with collection thereof. Notwithstanding the foregoing allocation, if and to the extent that any remittance of Additional Rents is accompanied by express directions from a tenant that such Additional Rents are allocable to a specific rental period, such Additional Rents shall be applied first to the rental period so specified, and the remainder expenses) shall be applied in accordance with the immediately preceding sentence. To the extent that such Additional Rents consist of percentage rents, such Additional Rents shall be allocated under this Section 3.3.2 based on the assumption that such Additional Rents are earned at a constant rate during the course full satisfaction of the period for which such Additional Rents are paid. The obligations subject delinquencies), and (B) with respect to Tenants who are, at the time in question, in occupancy of this Section 3.3.2 shall survive the Closing. In the event that the provisions of any Lease regarding calculation of Additional Rents call for a partial refunding or credit of such Additional Rents for any period paid in advance by such tenant, the Sellers shall pay a portion of the Property, Seller and Purchaser agree to cause Owner to use commercially reasonable efforts to collect any such refund or credit, net of offsets, ratably attributable delinquent Additional Rent allocable to the portion period of Seller’s 100% ownership of Holdco provided that in no event shall such efforts require the eviction of any such tenant unless Purchaser shall agree thereto in writing, and in which event all sums collected by Seller as a result of such Additional Rents received by litigation (after payment of all costs and expenses) shall be applied in full satisfaction of the Sellers subject delinquencies). No action which results in the compromising of any claim against any Tenant with respect to base or fixed rents due under such Tenant’s Lease for such period. 3.3.3the period prior to the Closing shall be made without Seller’s prior written approval, which approval shall not be unreasonably withheld, delayed or conditioned.

Additional Rents. If any tenants are required to pay percentage rent, escalation charges for real estate taxes, parking charges, operating expenses and maintenance escalation rents or charges, cost-of-of- living increases or other charges of a similar nature ("Additional Rents") and any Additional Rents are received collected by the Purchaser from a tenant after the Closing Date, then the Purchaser shall apply such Additional Rents shall be applied to amounts due and payable by such tenant in the manner specified by such tenant, provided, that, if the tenant does not so specify, such Additional Rents shall be applied to amounts due and payable by such tenant during the following periods in the following order of priority: (i) first, to the applicable rental period(s) following the period month in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, (ii) second, to the applicable rental period months following the month in which the Closing occurred, to the extent of any Additional Rents due and owing for such period, and (iii) third, to the applicable rental period(s) months preceding the period month in which the Closing occurred, to the extent of any . If Additional Rents due and owing for such period, less, in the case of rents or any portion thereof received by the PurchaserPurchaser after the Closing are due and payable to the Seller by reason of this allocation, the appropriate sum, less a proportionate share of any reasonable attorneys' fees and costs and expenses expended by the Purchaser in connection with the collection thereof. Notwithstanding the foregoing allocation, if and (to the extent that not collected from or reimbursed by tenants) shall be promptly paid to the Seller. Collection After the Closing. After the Closing, the Seller shall continue to have the right, in its own name, to demand payment of and to collect Rent and Additional Rent arrearages owed to the Seller by any remittance of tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any tenant (but which right shall specifically exclude any right to terminate any Lease). The Purchaser agrees to cooperate with the Seller in connection with all efforts by the Seller to collect such Rents and Additional Rents is accompanied by express directions from a and to take all steps, whether before or after the Closing Date, as may be reasonably necessary to carry out the intention of the foregoing, including, without limitation, the delivery to the Seller, upon demand, of any relevant books and records (including any Rent or Additional Rent statements, receipted bills and copies of tenant that checks used in payment of such Rent or Additional Rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Rents and Additional Rents by the Seller, provided that the cooperation required pursuant to this sentence shall not require the Purchaser to be a party to any legal action against any tenant. If for any fiscal period which includes the Adjustment Date tenants are allocable to a specific rental periodpaying Additional Rent based upon estimates prepared by the Seller, such Additional Rents shall be applied first reapportioned when the actual expenses for the fiscal period are known. Water. If there is a water meter on the Property, the Seller shall furnish a reading to a date not more than thirty (30) days prior to the rental period so specifiedClosing Date, and the remainder unfixed water charges and sewer rent, if any, based thereon for the intervening time shall be applied in accordance with the immediately preceding sentence. To the extent that such Additional Rents consist of percentage rents, such Additional Rents shall be allocated under this Section 3.3.2 based apportioned on the assumption that such Additional Rents are earned at a constant rate during the course of the period for which such Additional Rents are paid. The obligations of this Section 3.3.2 shall survive the Closing. In the event that the provisions of any Lease regarding calculation of Additional Rents call for a partial refunding or credit basis of such Additional Rents for any period paid in advance by such tenant, the Sellers shall pay a portion of such refund or credit, net of offsets, ratably attributable to the portion of such Additional Rents received by the Sellers for such period. 3.3.3last reading.