Common use of Final Adjustment After Closing Clause in Contracts

Final Adjustment After Closing. If final prorations cannot be made at the Closing for any item being prorated under this Section 2.5 (other than Real Estate Taxes, which shall be adjusted and reconciled in accordance with Section 2.5(c) above and which shall not be subject to this Section 2.5(h)), then Buyers and Sellers agree to allocate such items on a fair and equitable basis as soon as invoices or bills are available and applicable reconciliation with tenants have been completed, with final adjustment to be made as soon as reasonably possible after the Closing (but in no event later than one hundred twenty (120) days after the Closing, except that reprorations of expenses and charges subject to a yearend reconciliation shall be made within thirty (30) days following receipt of the actual xxxx for the year in which Closing occurs for each Property), to the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownership. Payments in connection with the final adjustment shall be due no later than thirty (30) days after the 120-day period referenced above. Buyer shall use commercially reasonable efforts to cooperate with Sellers and provide Sellers with supporting documentation to confirm the final prorations for a period of one hundred twenty (120) days after the Closing other than with respect to expenses requiring yearend reconciliation which obligation shall survive for one (1) year after the Closing. Notwithstanding anything to the contrary stated in this Section 2.5, except for adjustments relating to Real Estate Taxes (which shall be governed by the terms of Section 2.5(c) rather than this Section 2.5(h)), and except for any post-Closing prorations determined and paid within one hundred twenty (120) days or one (1) year after the Closing as set forth above, all prorations made under this Section 2.5 shall be final as of the Closing and shall not be subject to further adjustment after the Closing.

Final Adjustment After Closing. If final prorations bills are not available or cannot be made at the issued prior to Closing for any item being prorated under this Section 2.5 (other than Real Estate Taxes, which shall be adjusted and reconciled in accordance with Section 2.5(c) above and which shall not be subject to this Section 2.5(h))Article, then Buyers Purchaser and Sellers agree to allocate Seller shall re-prorate such items on a fair and equitable basis as soon as invoices on or bills are available and applicable reconciliation with tenants have been completed, with final adjustment to be made as soon as reasonably possible before the later of (x) ninety (90) days after the Closing or (but in no event later than one hundred twenty y) thirty (12030) days after the Closingdate that Seller and Purchaser are able to determine 2021 calendar year property taxes, except that reprorations of expenses and charges subject to a yearend reconciliation which proration shall be made based on 100% of the assessed value; provided, however, if Purchaser elects to contest the property taxes for calendar year 2021, there shall be a final re-proration within thirty (30) days following of receipt of the actual xxxx for final 2021 calendar year property taxes. Such final re-proration shall be based on 100% of the final tax bills following the resolution of any such appeal. Purchaser shall promptly notify Seller of its election to appeal the calendar year in which Closing occurs for each Property)2021 real estate taxes and shall keep Seller reasonably informed of the progress of any appeal, to including the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownershipfinal resolution. Payments in connection with the final adjustment shall will be due no later than thirty within ten (3010) business days after the 120-day period referenced aboveof notice. Buyer shall Purchaser and Seller agree to cooperate and to use commercially reasonable efforts to cooperate complete such adjustments in accordance with Sellers times set forth in this Section 11.7. In addition, if any error in either the calculations or amount of final figures used in a closing adjustment is discovered within sixty (60) days after Closing, Purchaser and provide Sellers Seller agree to correct such error promptly upon notice from the other party and to use commercially reasonable efforts to complete such adjustment within such sixty (60) day period after Closing. For the avoidance of doubt, except with supporting documentation respect to confirm the final prorations for (x) 2021 calendar year property taxes and (y) deferred rent from tenants under Leases which relates to a period prior to the Closing Date and is received by Purchaser after Closing, all other proration, reconciliation, reproration and settlement obligations of one hundred twenty Purchaser and Seller under this Section 11.7 shall terminate and be of no further force or effect from and after the date that is ninety (12090) days after the Closing other than with respect to expenses requiring yearend reconciliation which obligation Date. This Section 11.7 shall survive the Closing and the delivery of the Deed for one (1) year after the Closing. Notwithstanding anything to the contrary stated time periods set forth in this Section 2.5, except for adjustments relating to Real Estate Taxes (which shall be governed by the terms of Section 2.5(c) rather than this Section 2.5(h)), and except for any post-Closing prorations determined and paid within one hundred twenty (120) days or one (1) year after the Closing as set forth above, all prorations made under this Section 2.5 shall be final as of the Closing and shall not be subject to further adjustment after the Closing11.7.

Final Adjustment After Closing. If final prorations bills are not available or cannot be made at the issued prior to Closing for any item being prorated under this Section 2.5 (other than Real Estate Taxes, which shall be adjusted and reconciled in accordance with Section 2.5(c) above and which shall not be subject to this Section 2.5(h))Article, then Buyers Purchaser and Sellers agree to allocate Seller shall re-prorate such items on a fair and equitable basis as soon as invoices on or bills are available and applicable reconciliation with tenants have been completed, with final adjustment to be made as soon as reasonably possible before the later of (x) ninety (90) days after the Closing or (but in no event later than one hundred twenty y) thirty (12030) days after the Closingdate that Seller and Purchaser are able to determine 2021 calendar year property taxes, except that reprorations of expenses and charges subject to a yearend reconciliation which proration shall be made based on 100% of the assessed value; provided, however, if Purchaser elects to contest the property taxes for calendar year 2021, there shall be a final re-proration within thirty (30) days following of receipt of the actual xxxx for final 2021 calendar year property taxes. Such final re-proration shall be based on 100% of the final tax bills following the resolution of any such appeal. Purchaser shall promptly notify Seller of its election to appeal the calendar year in which Closing occurs for each Property)2021 real estate taxes and shall keep Seller reasonably informed of the progress of any appeal, to including the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownershipfinal resolution. Payments in connection with the final adjustment shall will be due no later than thirty within ten (3010) business days after the 120-day period referenced aboveof notice. Buyer shall Purchaser and Seller agree to cooperate and to use commercially reasonable efforts to cooperate complete such adjustments in accordance with Sellers times set forth in this Section 11.7. In addition, if any error in either the calculations or amount of final figures used in a closing adjustment is discovered within sixty (60) days after Closing, Purchaser and provide Sellers Seller agree to correct such error promptly upon notice from the other party and to use commercially reasonable efforts to complete such adjustment within such sixty (60) day period after Closing. For the avoidance of doubt, except with supporting documentation respect to confirm the final prorations for (x) 2021 calendar year property taxes and (y) deferred rent from tenants under Leases which relates to a period prior to the Closing Date and is received by Purchaser after Closing, all other proration, reconciliation, reproration and settlement obligations of one hundred twenty Purchaser and Seller under this Section 11.7 shall terminate and be of no further force or effect from and after the date that is ninety (12090) days after the Closing other than Date. This Section 11.7 shall survive the Closing and the delivery of the Deed for the time periods set forth in this Section 11.7. Notwithstanding the foregoing, if Closing occurs in 2022, reconciliations under this Section 11.7 shall occur with respect to expenses requiring yearend reconciliation which obligation shall survive for one (1) calendar year after the Closing. Notwithstanding anything to the contrary stated in this Section 2.5, except for adjustments relating to Real Estate Taxes (which shall be governed by the terms 2022 instead of Section 2.5(c) rather than this Section 2.5(h)), and except for any post-Closing prorations determined and paid within one hundred twenty (120) days or one (1) calendar year after the Closing as set forth above, all prorations made under this Section 2.5 shall be final as of the Closing and shall not be subject to further adjustment after the Closing2021.

Final Adjustment After Closing. If final prorations cannot be made at the Closing Close of Escrow for any item being prorated under this Section 2.5 10, then, provided Buyer or Seller identify any such proration (other than Real Estate Taxes"POST CLOSING PRORATION") in writing before the Close of Escrow, which shall be adjusted Buyer and reconciled in accordance with Section 2.5(c) above and which shall not be subject to this Section 2.5(h)), then Buyers and Sellers Seller agree to allocate such items on a fair and equitable basis as soon as invoices or bills are available and applicable reconciliation with tenants have been completed, with final adjustment to be made as soon as reasonably possible after the Closing Close of Escrow (but in no event later than one hundred twenty forty-five (12045) days after the ClosingClose of Escrow, except that reprorations of expenses and charges adjustments arising from any tax protest under Section 10.3 hereof shall not be subject to a yearend reconciliation such 45 day limitation, but shall be made within thirty (30) days following receipt of the actual xxxx for the year in which Closing occurs for each Propertyas soon as reasonably possible), to the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownership. Payments in connection with the final adjustment shall be due no later than thirty forty-five (3045) days after the 120Close of Escrow, except that adjustments arising from any tax protest under Section 10.3 hereof shall not be subject to such 45-day period referenced abovelimitation, but shall be made as soon as reasonably possible. Buyer Seller shall use commercially have reasonable efforts access to, and the right to cooperate with Sellers inspect and provide Sellers with supporting documentation audit, Buyer's books to confirm the final prorations for a period of one hundred twenty (120) days after the Closing other than with respect to expenses requiring yearend reconciliation which obligation shall survive for one (1) year after the ClosingClose of Escrow. Notwithstanding anything to the contrary stated in this Section 2.510, except for adjustments relating to Real Estate Taxes (which shall be governed by the terms any reconciliation arising out of a tax protest under Section 2.5(c) rather than this Section 2.5(h)), 10.3 hereof and except for any post-Post Closing prorations Prorations (which must be determined and paid within one hundred twenty forty-five (12045) days or one (1) year after the Closing as set forth aboveClose of Escrow), all prorations made under this Section 2.5 10 shall be final as of the Closing Close of Escrow and shall not be subject to further adjustment (whether due to an error or for any other reason) after the ClosingClose of Escrow.

Final Adjustment After Closing. If final prorations cannot be made at the Closing Close of Escrow for any item being prorated under this Section 2.5 10, then, provided Buyer and Seller both identify any such proration (other than Real Estate Taxes“Post Closing Proration”) in writing before the Close of Escrow, which shall be adjusted Buyer and reconciled in accordance with Section 2.5(c) above and which shall not be subject to this Section 2.5(h)), then Buyers and Sellers Seller agree to allocate such items on a fair and equitable basis as soon as invoices or bills are available and applicable reconciliation with tenants have been completed, with final adjustment to be made as soon as reasonably possible after the Closing Close of Escrow (but in no event later than one hundred twenty ninety (12090) days after the ClosingClose of Escrow, except that reprorations of expenses and charges adjustments arising from any tax protest under Section 10.3 or from Percentage Rents under Section 10.8 hereof shall not be subject to a yearend reconciliation such 90-day limitation, but shall be made within thirty (30) days following receipt of the actual xxxx for the year in which Closing occurs for each Propertyas soon as reasonably possible), to the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownership. Payments in connection with the final adjustment shall be due no later than thirty ninety (3090) days after the 120Close of Escrow, except that adjustments arising from any tax protest under Section 10.3 or relating to Percentage Rents under Section 10.8 hereof shall not be subject to such 90-day period referenced abovelimitation, but shall be made as soon as reasonably possible. Buyer With prior written notice, Seller shall use commercially be granted reasonable efforts access to, and the right to cooperate with Sellers inspect and provide Sellers with supporting documentation audit, Buyer’s books to confirm the final prorations for a period of one hundred twenty (120) days after the Closing other than with respect to expenses requiring yearend reconciliation which obligation shall survive for one (1) year after the ClosingClose of Escrow. Notwithstanding anything to the contrary stated in this Section 2.510, except for adjustments relating to Real Estate Taxes (which shall be governed by the terms any reconciliation arising out of a tax protest under Section 2.5(c) rather than this 10.3 hereof, or arising out of Percentage Rents under Section 2.5(h))10.8 hereof, and except for any post-Post Closing prorations Prorations (which must be determined and paid within one hundred twenty ninety (12090) days or one (1) year after the Closing as set forth aboveClose of Escrow), all prorations made under this Section 2.5 10 shall be final as of the Closing Close of Escrow and shall not be subject to further adjustment (whether due to an error or for any other reason) after the ClosingClose of Escrow.

Final Adjustment After Closing. If final prorations cannot be made at the Closing Close of Escrow for any item being prorated under this Section 2.5 10, then, provided Buyer and Seller both identify any such proration (other than Real Estate Taxes“Post Closing Proration”) in writing before the Close of Escrow, which shall be adjusted Buyer and reconciled in accordance with Section 2.5(c) above and which shall not be subject to this Section 2.5(h)), then Buyers and Sellers Seller agree to allocate such items on a fair and equitable basis as soon as invoices or bills are available and applicable reconciliation with tenants have been completed, with final adjustment to be made as soon as reasonably possible after the Closing Close of Escrow (but in no event later than one hundred twenty ninety (12090) days after the ClosingClose of Escrow, except that reprorations of expenses and charges adjustments arising from Percentage Rents under Section 10.8 hereof shall not be subject to a yearend reconciliation such 90-day limitation, but shall be made within thirty (30) days following receipt of the actual xxxx for the year in which Closing occurs for each Propertyas soon as reasonably possible), to the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownership. Payments in connection with the final adjustment shall be due no later than thirty ninety (3090) days after the 120Close of Escrow, except that adjustments relating to Percentage Rents under Section 10.8 hereof shall not be subject to such 90-day period referenced abovelimitation, but shall be made as soon as reasonably possible. Buyer Seller, at Seller’s sole cost and expense, shall use commercially have reasonable efforts access to, and the right, at reasonable times and on reasonable prior notice, to cooperate with Sellers inspect and provide Sellers with supporting documentation audit, Property Owners’ books to confirm the final prorations for a period of one hundred twenty eighty (120180) days after the Closing other than with respect to expenses requiring yearend reconciliation which obligation shall survive for one (1) year after the ClosingClose of Escrow. Notwithstanding anything to the contrary stated in this Section 2.510, except for adjustments relating to Real Estate Taxes (which shall be governed by the terms any reconciliation arising out of Percentage Rents under Section 2.5(c) rather than this Section 2.5(h))10.8 hereof, and except for any post-Post Closing prorations Prorations (which must be determined and paid within one hundred twenty ninety (12090) days or one (1) year after the Closing as set forth aboveClose of Escrow), all prorations made under this Section 2.5 10 shall be final as of the Closing Close of Escrow and shall not be subject to further adjustment (whether due to an error or for any other reason) after the ClosingClose of Escrow.

Final Adjustment After Closing. If final prorations cannot be made at the Closing Close of Escrow for any item being prorated under this Section 2.5 10, then, provided either Buyer or Seller identify any such proration (other than Real Estate Taxes“Post Closing Proration”) in writing before the Close of Escrow, which shall be adjusted Buyer and reconciled in accordance with Section 2.5(c) above and which shall not be subject to this Section 2.5(h)), then Buyers and Sellers Seller agree to allocate such items on a fair and equitable basis as soon as invoices or bills are available and applicable reconciliation with tenants have been completed, with final adjustment to be made as soon as reasonably possible after the Closing Close of Escrow (but in no event later than one hundred twenty (120) days after the ClosingMay 1, 2020, except that reprorations of expenses and charges adjustments arising from any tax protest under Section 10.3 or arising from Percentage Rents under Section 10.8 shall not be subject to a yearend reconciliation such limitation, but shall be made within thirty (30) days following receipt of the actual xxxx for the year in which Closing occurs for each Propertyas soon as reasonably possible), to the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownership. Payments in connection with the final adjustment shall be due no later than thirty (30) days after May 1, 2020, except that adjustments arising from any tax protest under Section 10.3 or arising from Percentage Rents under Section 10.8 shall not be subject to such limitation, but shall be made as soon as reasonably possible. Seller shall have reasonable access to, and the 120-day period referenced above. Buyer shall use commercially reasonable efforts right to cooperate with Sellers inspect and provide Sellers with supporting documentation audit, Buyer’s books to confirm the final prorations for a period of one hundred twenty (120) days after the Closing other than with respect to expenses requiring yearend reconciliation which obligation shall survive for one (1) year after the ClosingClose of Escrow. Notwithstanding anything to the contrary stated in this Section 2.510, except for adjustments relating to Real Estate Taxes (which shall be governed by the terms any reconciliation arising out of a tax protest under Section 2.5(c) rather than this 10.3 hereof or arising from Percentage Rents under Section 2.5(h))10.8, and except for any post-Post Closing prorations Prorations (which must be determined and paid within one hundred twenty (120) days or one (by no later than May 1) year after the Closing as set forth above, 2020), all prorations made under this Section 2.5 10 shall be final as of the Closing Close of Escrow and shall not be subject to further adjustment (whether due to an error or for any other reason) after the ClosingClose of Escrow.

Final Adjustment After Closing. If final prorations cannot be made at the Closing Close of Escrow for any item being prorated under this Section 2.5 10, then, provided Buyer and Seller both identify any such proration (other than Real Estate Taxes“Post Closing Proration”) in writing before the Close of Escrow, which shall be adjusted Buyer and reconciled in accordance with Section 2.5(c) above and which shall not be subject to this Section 2.5(h)), then Buyers and Sellers Seller agree to allocate such items on a fair and equitable basis as soon as invoices or bills are available and applicable reconciliation with tenants have been completed, with final adjustment to be made as soon as reasonably possible after the Closing Close of Escrow (but in no event later than one hundred twenty ninety (12090) days after the ClosingClose of Escrow, except that reprorations of expenses and charges adjustments arising from any tax protest under Section 10.3 or from Percentage Rents under Section 10.8 hereof shall not be subject to a yearend reconciliation such 90-day limitation, but shall be made within thirty (30) days following receipt of the actual xxxx for the year in which Closing occurs for each Propertyas soon as reasonably possible), to the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownership. Payments in connection with the final adjustment shall be due no later than thirty ninety (3090) days after the 120Close of Escrow, except that adjustments arising from any tax protest under Section 10.3 or relating to Percentage Rents under Section 10.8 hereof shall not be subject to such 90-day period referenced abovelimitation, but shall be made as soon as reasonably possible. Buyer Seller shall use commercially have reasonable efforts access to, and the right to cooperate with Sellers inspect and provide Sellers with supporting documentation audit, Buyer’s books to confirm the final prorations for a period of one hundred twenty (120) days after the Closing other than with respect to expenses requiring yearend reconciliation which obligation shall survive for one (1) year after the ClosingClose of Escrow, at no additional cost or expense to Buyer. Notwithstanding anything to the contrary stated in this Section 2.510, except for adjustments relating to Real Estate Taxes (which shall be governed by the terms any reconciliation arising out of a tax protest under Section 2.5(c) rather than this 10.3 hereof, or arising out of Percentage Rents under Section 2.5(h))10.8 hereof, and except for any post-Post Closing prorations Prorations (which must be determined and paid within one hundred twenty ninety (12090) days or one (1) year after the Closing as set forth aboveClose of Escrow), all prorations made under this Section 2.5 10 shall be final as of the Closing Close of Escrow and shall not be subject to further adjustment (whether due to an error or for any other reason) after the ClosingClose of Escrow.

Final Adjustment After Closing. If final prorations cannot be made at the Closing Close of Escrow for any item being prorated under this Section 2.5 10 (other than Real Estate Taxes), which shall be adjusted then, provided either Buyer or Seller identifies any such proration (“Post-Closing Proration”) in writing before the Close of Escrow (and reconciled in accordance with Section 2.5(c) above and which shall not be subject to for purposes of this Section 2.5(h)10.9, Seller and Buyer have agreed that Operating Costs under Section 10.2, and Percentage Rents under Section 10.8 shall constitute Post-Closing Prorations), then Buyers Buyer and Sellers Seller agree to allocate such items on a fair and equitable basis as soon as invoices or bills are available and applicable reconciliation with tenants have been completed, with final adjustment to be made as soon as reasonably possible after the Closing Close of Escrow (but in no event later than one hundred twenty six (1206) days months after the ClosingClose of Escrow, except that reprorations of expenses and charges adjustments arising from Operating Costs under Section 10.2 or from Percentage Rents under Section 10.8 hereof shall not be subject to a yearend reconciliation such six-month limitation, but shall be made within thirty (30) days following receipt of the actual xxxx for the year in which Closing occurs for each Property)as soon as reasonably possible, to the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownership. Payments in connection with the final adjustment shall be due no later than thirty (30) days after the 120-day period referenced above. Buyer shall use commercially reasonable efforts to cooperate with Sellers and provide Sellers with supporting documentation to confirm the final prorations for a period of one hundred twenty (120) days after the Closing other than with respect to expenses requiring yearend reconciliation which obligation shall survive for one (1) year after the Closing. Notwithstanding anything to the contrary stated in this Section 2.510, except for adjustments relating to Real Estate Taxes any Post-Closing Prorations (which shall must be governed by the terms of Section 2.5(c) rather than this Section 2.5(h)), and except for any post-Closing prorations determined and paid within one hundred twenty (120) days or one (1) year after the Closing as time periods set forth above), all prorations made under this Section 2.5 10 shall be final as of the Closing Close of Escrow and shall not be subject to further adjustment (whether due to an error or for any other reason) after the ClosingClose of Escrow. Any amounts that may be due Seller as a result of any Post-Closing Proration shall, as to Operating Costs under Section 10.2, be paid by Buyer to Seller within ten business days after the annual reconciliation statements are sent to the tenants by Buyer (to the extent not previously credited at Closing as provided in this Section 10), and as to any other Post-Closing Proration, within ten business days after final determination of the proration in question; and any amounts that may be due from Seller as a result of such Post-Closing Prorations shall be paid by Seller to Buyer within ten business days after written request therefor is delivered to Seller by Buyer accompanied by supporting statements and documents reasonably satisfactory to Seller (to the extent not previously credited at Closing as provided in this Section 10).

Final Adjustment After Closing. If final prorations cannot be made at the Closing Close of Escrow for any item being prorated under this Section 2.5 10, then, provided Buyer and Seller identify any such proration (other than Real Estate Taxes“Post Closing Proration”) in writing before the Close of Escrow, which shall be adjusted Buyer and reconciled in accordance with Section 2.5(c) above and which shall not be subject to this Section 2.5(h)), then Buyers and Sellers Seller agree to allocate such items on a fair and equitable basis as soon as invoices or bills are available and applicable reconciliation with tenants have been completed, with final adjustment to be made as soon as reasonably possible after the Closing Close of Escrow (but in no event later than one hundred twenty ninety (12090) days after the ClosingClose of Escrow, except that reprorations of expenses and charges adjustments arising from any tax protest under Section 10.3 or from Percentage Rents under Section 10.8 hereof shall not be subject to a yearend reconciliation such 90‑day limitation, but shall be made within thirty (30) days following receipt of the actual xxxx for the year in which Closing occurs for each Propertyas soon as reasonably possible), to the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownership. Payments in connection with the final adjustment shall be due no later than thirty ninety (3090) days after the 120-day period referenced aboveClose of Escrow, except that adjustments arising from any tax protest under Section 10.3 or relating to Percentage Rents under Section 10.8 hereof shall not be subject to such 90‑day limitation, but shall be made as soon as reasonably possible. Buyer Seller shall use commercially have reasonable efforts access to, and the right to cooperate with Sellers inspect and provide Sellers with supporting documentation audit, Buyer’s books to confirm the final prorations for a period of one hundred twenty (120) days after the Closing other than with respect to expenses requiring yearend reconciliation which obligation shall survive for one (1) year after the ClosingClose of Escrow. Notwithstanding anything to the contrary stated in this Section 2.510, except for adjustments relating to Real Estate Taxes (which shall be governed by the terms any reconciliation arising out of a tax protest under Section 2.5(c) rather than this 10.3 hereof, or arising out of Percentage Rents under Section 2.5(h))10.8 hereof, and except for any post-Post Closing prorations Prorations (which must be determined and paid within one hundred twenty ninety (12090) days or one (1) year after the Closing as set forth aboveClose of Escrow), all prorations made under this Section 2.5 10 shall be final as of the Closing Close of Escrow and shall not be subject to further adjustment (whether due to an error or for any other reason) after the ClosingClose of Escrow.

Final Adjustment After Closing. If final prorations cannot be made at the Closing Close of Escrow for any item being prorated under this Section 2.5 10, then, provided Buyer and Seller identify any such proration (other than Real Estate Taxes“Post Closing Proration”) in writing before the Close of Escrow, which shall be adjusted Buyer and reconciled in accordance with Section 2.5(c) above and which shall not be subject to this Section 2.5(h)), then Buyers and Sellers Seller agree to allocate such items on a fair and equitable basis as soon as invoices or bills are available and applicable reconciliation with tenants have been completed, with final adjustment to be made as soon as reasonably possible after the Closing Close of Escrow (but in no event later than one hundred twenty ninety (12090) days after the ClosingClose of Escrow, except that reprorations of expenses and charges adjustments arising from any tax protest under Section 10.3 shall not be subject to a yearend reconciliation such 90‑day limitation, but shall be made within thirty (30) days following receipt of the actual xxxx for the year in which Closing occurs for each Propertyas soon as reasonably possible), to the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownership. Payments in connection with the final adjustment shall be due no later than thirty ninety (3090) days after the 120-day period referenced aboveClose of Escrow, except that adjustments arising from any tax protest under Section 10.3 shall not be subject to such 90‑day limitation, but shall be made as soon as reasonably possible. Buyer Seller shall use commercially have reasonable efforts access to, and the right to cooperate with Sellers inspect and provide Sellers with supporting documentation audit, Buyer’s books to confirm the final prorations for a period of one hundred twenty (120) days after the Closing other than with respect to expenses requiring yearend reconciliation which obligation shall survive for one (1) year after the ClosingClose of Escrow. Notwithstanding anything to the contrary stated in this Section 2.510, except for adjustments relating to Real Estate Taxes (which shall be governed by the terms any reconciliation arising out of a tax protest under Section 2.5(c) rather than this Section 2.5(h))10.3 hereof, and except for any post-Post Closing prorations Prorations (which must be determined and paid within one hundred twenty ninety (12090) days or one (1) year after the Closing as set forth aboveClose of Escrow), all prorations made under this Section 2.5 10 shall be final as of the Closing Close of Escrow and shall not be subject to further adjustment (whether due to an error or for any other reason) after the ClosingClose of Escrow.

Final Adjustment After Closing. If final prorations cannot be made at the Closing Close of Escrow for any item being prorated under this Section 2.5 10, then, provided Buyer and Seller both identify any such proration (other than Real Estate Taxes“Post Closing Proration”) in writing before the Close of Escrow, which shall be adjusted Buyer and reconciled in accordance with Section 2.5(c) above and which shall not be subject to this Section 2.5(h)), then Buyers and Sellers Seller agree to allocate such items on a fair and equitable basis as soon as invoices or bills are available and applicable reconciliation with tenants have been completed, with final adjustment to be made as soon as reasonably possible after the Closing Close of Escrow (but in no event later than one hundred twenty ninety (12090) days after the ClosingClose of Escrow, except that reprorations of expenses and charges adjustments arising from Operating Costs under Section 10.2 hereof shall not be subject to a yearend reconciliation such 90-day limitation, but shall be made within thirty (30) days following receipt of the actual xxxx for the year in which Closing occurs for each Propertyas soon as reasonably possible), to the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownership. Payments in connection with the final adjustment shall be due no later than thirty ninety (3090) days after the 120Close of Escrow, except that adjustments arising from Operating Costs under Section 10.2 hereof shall not be subject to such 90-day period referenced abovelimitation, but shall be made as soon as reasonably possible. Buyer Seller shall use commercially have reasonable efforts access to, and the right to cooperate with Sellers inspect and provide Sellers with supporting documentation audit, Xxxxx’s books, applicable to a specific contested proration, to confirm the final prorations for a period of one hundred twenty (120) days after the Closing other than with respect to expenses requiring yearend reconciliation which obligation shall survive for one (1) year after the ClosingClose of Escrow. Notwithstanding anything to the contrary stated in this Section 2.5Article 10, except for adjustments relating to Real Estate Taxes (which shall be governed by the terms any reconciliation arising out of Operating Costs under Section 2.5(c) rather than this Section 2.5(h))10.2 hereof, and except for any post-Post Closing prorations Prorations (which must be determined and paid within one hundred twenty ninety (12090) days or one (1) year after the Closing as set forth aboveClose of Escrow), all prorations made under this Section 2.5 Article 10 shall be final as of the Closing Close of Escrow and shall not be subject to further adjustment (whether due to an error or for any other reason) after the ClosingClose of Escrow.

Final Adjustment After Closing. If final prorations cannot be made at the Closing Close of Escrow for any item being prorated under this Section 2.5 10, then, provided Buyer or Seller identify any such proration (other than Real Estate Taxes“Post Closing Proration”) in writing before the Close of Escrow, which shall be adjusted Buyer and reconciled in accordance with Section 2.5(c) above and which shall not be subject to this Section 2.5(h)), then Buyers and Sellers Seller agree to allocate such items on a fair and equitable basis as soon as invoices or bills are available and applicable reconciliation with tenants have been completed, with final adjustment to be made as soon as reasonably possible after the Closing Close of Escrow (but in no event later than one hundred twenty ninety (12090) days after the ClosingClose of Escrow, except that reprorations of expenses and charges adjustments arising from any tax protest under Section 10.3 or from Percentage Rents under Section 10.8 hereof shall not be subject to a yearend reconciliation such 90 day limitation, but shall be made within thirty (30) days following receipt of the actual xxxx for the year in which Closing occurs for each Propertyas soon as reasonably possible), to the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownership. Payments in connection with the final adjustment shall be due no later than thirty ninety (3090) days after the 120-Close of Escrow, except that adjustments arising from any tax protest under Section 10.3 or relating to Percentage Rents under Section 10.8 hereof shall not be subject to such 90 day period referenced abovelimitation, but shall be made as soon as reasonably possible. Buyer Seller shall use commercially have reasonable efforts access to, and the right to cooperate with Sellers inspect and provide Sellers with supporting documentation audit, Buyer’s books to confirm the final prorations for a period of one hundred twenty (120) days after the Closing other than with respect to expenses requiring yearend reconciliation which obligation shall survive for one (1) year after the ClosingClose of Escrow. Notwithstanding anything to the contrary stated in this Section 2.510, except for adjustments relating to Real Estate Taxes (which shall be governed by the terms any reconciliation arising out of a tax protest under Section 2.5(c) rather than this 10.3 hereof, or arising out of Percentage Rents under Section 2.5(h))10.8 hereof, and except for any post-Post Closing prorations Prorations (which must be determined and paid within one hundred twenty ninety (12090) days or one (1) year after the Closing as set forth aboveClose of Escrow), all prorations made under this Section 2.5 10 shall be final as of the Closing Close of Escrow and shall not be subject to further adjustment (whether due to an error or for any other reason) after the ClosingClose of Escrow.

Final Adjustment After Closing. If final prorations cannot be made at the Closing for any item being prorated under this Section 2.5 (other than Real Estate Taxes, which shall be adjusted and reconciled in accordance with Section 2.5(c) above and which shall not be subject to this Section 2.5(h))2.5, then Buyers and Sellers agree to allocate such items on a fair and equitable basis as soon as invoices or bills are available and applicable reconciliation with tenants have been completed, with final adjustment to be made as soon as reasonably possible after the Closing (but in no event later than one hundred twenty (120) days after the Closing, except that adjustments arising from any tax protest under Section 2.5(c) shall not be subject to such 120-day limitation, but shall be made as soon as reasonably possible, and further except that reprorations of taxes and other expenses and charges subject to a yearend reconciliation shall be made within thirty (30) days following receipt of the actual xxxx for the year in which Closing occurs for each Property), to the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownership. Payments in connection with the final adjustment shall be due no later than thirty (30) days after the 120-day period referenced above, except that adjustments arising from any tax protest under Section 2.5(c) hereof or as otherwise set forth in the preceding sentence shall not be subject to such 120 day limitation, but shall be made as soon as reasonably possible. Buyer shall use commercially reasonable efforts to cooperate with Sellers and provide Sellers with supporting documentation to confirm the final prorations for a period of one hundred twenty (120) days after the Closing other than with respect to taxes and other expenses requiring yearend reconciliation which obligation shall survive for one (1) year after the Closing. Notwithstanding anything to the contrary stated in this Section 2.5, except for adjustments relating to Real Estate Taxes (which shall be governed by the terms of arising from any tax protest under Section 2.5(c) rather than this Section 2.5(h)), and except for any post-Closing prorations determined and paid within one hundred twenty (120) days or one (1) year after the Closing as set forth above, all prorations made under this Section 2.5 shall be final as of the Closing and shall not be subject to further adjustment after the Closing.