Common use of Final Adjustment After Closing Clause in Contracts

Final Adjustment After Closing. If final prorations are not made at Closing for any item required to be prorated under Section 8.1, including Property Taxes, then Seller and Buyer agree to allocate such items on a fair and equitable basis in a final adjustment to be made promptly after December 31, 2006, to the effect that income and expenses are received and paid by Seller and Buyer on an accrual basis (provided that real property taxes shall be adjusted on the same basis upon which the Seller acquired the Property) with respect to the periods before and after the Closing Date, respectively. Payments in connection with the final adjustment shall be due within 30 days of written notice. Seller shall have reasonable access to, and the right to inspect, the books of Buyer. If by way of a tenant audit of Operating Expenses or otherwise it is determined that a tenant under a Lease is entitled to reimbursement for an Operating Expense collected under its Lease, the portion of such reimbursement attributable to the period prior to the Closing shall be for the account of Seller and shall be either paid by Seller to such tenant or promptly reimbursed by Seller to Buyer if previously paid by Buyer to such tenant. If any such tenant audit results in a payment to be made by such tenant and such payment is attributable to a period prior to the Closing, such payment shall be for the account of Seller.

Final Adjustment After Closing. If final prorations are not made at Closing for any item required to be prorated under Section 8.1, including Property Taxes, then Seller Contributor and Buyer the Partnership agree to allocate such items on a fair and equitable basis in a final adjustment to be made promptly after December 31, 2006, to the effect that income and expenses are received and paid by Seller Contributor and Buyer the Partnership on an accrual basis (provided that real property taxes shall be adjusted on the same basis upon which the Seller Contributor acquired the Property) with respect to the periods before and after the Closing Date, respectively. Payments in connection with the final adjustment shall be due within 30 days of written notice. Seller Contributor shall have reasonable access to, and the right to inspect, the books of Buyerthe Partnership. If by way of a tenant audit of Operating Expenses or otherwise it is determined that a tenant under a Lease is entitled to reimbursement for an Operating Expense collected under its Lease, the portion of such reimbursement attributable to the period prior to the Closing shall be for the account of Seller Contributor and shall be either paid by Seller Contributor to such tenant or promptly reimbursed by Seller Contributor to Buyer the Partnership if previously paid by Buyer the Partnership to such tenant. If any such tenant audit results in a payment to be made by such tenant and such payment is attributable to a period prior to the Closing, such payment shall be for the account of SellerContributor.