Common use of Final Adjustment After Closing Clause in Contracts

Final Adjustment After Closing. Prior to Closing, Seller shall complete partial year reconciliation with respect to CAM, Taxes and Insurance charges for the year of Closing as of April 30, 2007 (the “Preliminary CAM Reconciliation”). Subject to the post closing “true up” provided for herein, CAM shall be prorated as of the date of Closing on a lease-by-lease basis with each party being entitled to receive a portion of the CAM payable under each Lease for the CAM Lease Year in which Closing occurs, which portion shall be equal to the actual CAM incurred during the party’s respective periods of ownership of the Property during the CAM Lease Year and shall be based upon the Preliminary CAM Reconciliation. Five (5) days prior to Closing Seller shall submit to Purchaser an itemization of its actual CAM operating expenses through such date and the amount of CAM received by Seller as of such date, together with an estimate of CAM to be incurred to, but not including, the Closing, all based upon the Preliminary CAM Reconciliation. In the event that Seller has received CAM payments in excess of its actual CAM operating expenses, Seller shall pay to Purchaser (or provide Purchaser a credit against the Purchase Price) an amount equal to such excess. In the event that Seller has received CAM payments less than its actual CAM, Purchaser shall pay to Seller in an amount equal to such deficit following the final operating expense reconciliation for CAM completed by Purchaser pursuant to the terms of this Agreement. Thereafter following Closing, Purchaser agrees to perform the final operating expense reconciliation adjustment for CAM for calendar year 2007 on or before March 31, 2008. Purchaser and Seller agree to make adjustments for any CAM after reconciliations have been completed with all tenants on or before March 31, 2008. Payments in connection with the final adjustment shall be due and payable within thirty (30) days of written notice. As used herein, the term “CAM Lease Year” means the twelve (12) month period as to which annual CAM are owed under each Lease. Upon receipt by either party of any CAM true up payment from a Tenant, the party receiving the same shall provide to the other party its allocable share of the “true up” payment within five (5) days of the receipt thereof.

Final Adjustment After Closing. Prior to Closing, Seller shall complete partial year reconciliation with respect to CAM, Taxes and Insurance charges for the year of Closing as of April 30July 31, 2007 2014 (the “Preliminary CAM Reconciliation”). Subject to the post closing “true up” provided for herein, CAM shall be prorated as of the date of Closing on a lease-by-lease basis with each party being entitled to receive a portion of the CAM payable under each Tenant Lease for the CAM Lease Year in which Closing occurs, which portion shall be equal to the actual CAM incurred during the party’s respective periods of ownership of the Property during the CAM Lease Year and shall be based upon the Preliminary CAM Reconciliation. Five (5) days prior to Closing Seller shall submit to Purchaser an itemization of its actual CAM operating expenses through such date and the amount of CAM received by Seller as of such date, together with an estimate of CAM to be incurred to, but not including, the Closing, all based upon the Preliminary CAM Reconciliation. In the event that Seller has received CAM payments in excess of its actual CAM operating expenses, Seller shall pay to Purchaser (or provide Purchaser a credit against the Purchase Price) an amount equal to such excess. In the event that Seller has received CAM payments less than its actual CAMCAM operating expenses, Purchaser shall pay to Seller in an amount equal to such deficit following the final operating expense reconciliation for CAM completed by Purchaser pursuant to the terms of this Agreement. Thereafter following Closing, Purchaser agrees to perform the final operating expense reconciliation adjustment for CAM for calendar year 2007 2014 on or before March 31, 20082015. Purchaser and Seller agree to make adjustments for any CAM after reconciliations have been completed with all tenants on or before March 31June 30, 20082015. Payments in connection with the final adjustment shall be due and payable within thirty (30) days of written notice. As used herein, the term “CAM Lease Year” means the twelve (12) month period as to which annual CAM operating expenses are owed under each Tenant Lease. Upon receipt by either party of any CAM true up payment from a Tenanttenant, the party receiving the same shall provide to the other party its allocable share of the “true up” payment within five (5) days of the receipt thereof.

Final Adjustment After Closing. Prior to ClosingIf final prorations cannot be made at the Close of Escrow for any item being prorated under this SECTION 10, then, provided Buyer or Seller shall complete partial year reconciliation with respect to CAMidentify any such proration ("POST CLOSING PRORATION") in writing before the Close of Escrow, Taxes and Insurance charges for the year of Closing as of April 30, 2007 (the “Preliminary CAM Reconciliation”). Subject to the post closing “true up” provided for herein, CAM shall be prorated as of the date of Closing on a lease-by-lease basis with each party being entitled to receive a portion of the CAM payable under each Lease for the CAM Lease Year in which Closing occurs, which portion shall be equal to the actual CAM incurred during the party’s respective periods of ownership of the Property during the CAM Lease Year and shall be based upon the Preliminary CAM Reconciliation. Five (5) days prior to Closing Seller shall submit to Purchaser an itemization of its actual CAM operating expenses through such date and the amount of CAM received by Seller as of such date, together with an estimate of CAM to be incurred to, but not including, the Closing, all based upon the Preliminary CAM Reconciliation. In the event that Seller has received CAM payments in excess of its actual CAM operating expenses, Seller shall pay to Purchaser (or provide Purchaser a credit against the Purchase Price) an amount equal to such excess. In the event that Seller has received CAM payments less than its actual CAM, Purchaser shall pay to Seller in an amount equal to such deficit following the final operating expense reconciliation for CAM completed by Purchaser pursuant to the terms of this Agreement. Thereafter following Closing, Purchaser agrees to perform the final operating expense reconciliation adjustment for CAM for calendar year 2007 on or before March 31, 2008. Purchaser Buyer and Seller agree to make adjustments for any CAM after reconciliations allocate such items on a fair and equitable basis as soon as invoices or bills are available and applicable reconciliation with the tenant have been completed completed, with all tenants final adjustment to be made as soon as reasonably possible after the Close of Escrow (but in no event later than forty-five (45) days after the Close of Escrow, except that adjustments arising from any tax protest under SECTION 10.3 or from Percentage Rents under SECTION 10.8 hereof shall not be subject to such 45 day limitation, but shall be made as soon as reasonably possible), to the effect that income and expenses are received and paid by the parties on or before March 31, 2008an accrual basis with respect to their period of ownership. Payments in connection with the final adjustment shall be due and payable within thirty no later than forty-five (3045) days after the Close of written noticeEscrow, 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 45 day limitation, but shall be made as soon as reasonably possible. As used hereinSeller shall have reasonable access to, and the term “CAM Lease Year” means right to inspect and audit, Buyer's books to confirm the twelve final prorations for a period of one (121) month period as to which annual CAM are owed under each Leaseyear after the Close of Escrow. Upon receipt by either party of any CAM true up payment from a Tenant, the party receiving the same shall provide Notwithstanding anything to the other party its allocable share contrary stated in this SECTION 10, except for any reconciliation arising out of a tax protest under SECTION 10.3 hereof, or arising out of Percentage Rents under SECTION 10.8 hereof, and except for any Post Closing Prorations (which must be determined and paid within forty-five (45) days after the Close of Escrow), all prorations made under this SECTION 10 shall be final as of the “true up” payment within five Close of Escrow and shall not be subject to further adjustment (5whether due to an error or for any other reason) days after the Close of the receipt thereofEscrow.

Final Adjustment After Closing. Prior The Parties acknowledge and agree that the items being prorated under this Article X have fully reconciled for calendar year 2020 (and, for avoidance of doubt, all calendar years prior to 2020). If final prorations cannot be made at Closing for any item being prorated under this Article X for any calendar year after 2020, then, PRLP and Landmark agree to make a preliminary proration at the Closing, and any adjustments to such proration after the Closing (“Post-Closing Prorations”). Not later than thirty (30) days following Closing, Landmark shall provide PRLP with trailing utilities and operating costs for the period prior to Closing, Seller shall complete partial year reconciliation with respect PRLP having the obligation and duty to CAM, Taxes and Insurance charges invoice Tenants for the year of Closing as of April 30, 2007 (the “Preliminary CAM Reconciliation”). Subject to the post closing “true up” provided for herein, CAM shall be prorated as of the date of Closing on a lease-by-lease basis with each party being entitled to receive a any portion of the CAM payable under each Lease trailing amounts which are tenant obligations and to pursue payment from Tenants using PRLP’s standard and customary collection practices for the CAM Lease Year in which Closing occursa period of four (4) months following Closing. PRLP and Landmark agree to allocate such items on a fair and equitable basis as soon as collections, which portion shall invoices or bills are available, with final adjustment to be equal to the actual CAM incurred during the party’s respective periods of ownership of the Property during the CAM Lease Year and shall be based upon the Preliminary CAM Reconciliation. Five made no later than five (5) days prior to Closing Seller shall submit to Purchaser an itemization of its actual CAM operating expenses through such date and the amount of CAM received by Seller as of such date, together with an estimate of CAM to be incurred to, but not including, months after the Closing, all based upon the Preliminary CAM Reconciliation. In the event except that Seller has received CAM payments in excess of its actual CAM operating expenses, Seller adjustments arising from any tax protest under Section 10.5 shall pay to Purchaser (or provide Purchaser a credit against the Purchase Price) an amount equal not be subject to such excess. In the event that Seller has received CAM payments less than its actual CAMfive (5) month limitation, Purchaser but shall pay to Seller in an amount equal to such deficit following the final operating expense reconciliation for CAM completed by Purchaser pursuant to the terms of this Agreement. Thereafter following Closing, Purchaser agrees to perform the final operating expense reconciliation adjustment for CAM for calendar year 2007 on or before March 31, 2008. Purchaser and Seller agree to make adjustments for any CAM after reconciliations have been completed with all tenants on or before March 31, 2008be made as soon as reasonably possible. Payments in connection with the final adjustment shall be due no later than ten (10) Business Days after the adjustment is agreed on by Landmark and payable within thirty (30) days PRLP. To the extent any portion of written notice. As used hereinthe additional payment of the applicable Allocated Transaction Value hereunder is due to one or more Minority Partners, PRLP shall make one aggregate payment of the term “CAM Lease Year” means corresponding portion of the twelve (12) month period Allocated Transaction Value to Landmark as to which annual CAM are owed under each Lease. Upon receipt by either party agent of any CAM true up payment from a Tenantsuch Minority Partner, the party receiving the same and Landmark shall provide be solely responsible for delivering all such payments to the other party its allocable share Minority Partners in the amounts they are entitled to receive pursuant to such Minority Partner’s entitlement to Minority Interest Merger Consideration as set forth in Schedule 2.4(a) and the Merger Consideration Spreadsheet (as updated pursuant to Section 5.7 and as needed at the time of the “true up” payment within five final adjustment) and otherwise in accordance with the applicable Plan of Merger and Organizational Documents and pursuant to the terms and conditions of this Agreement. Notwithstanding anything to the contrary stated in this Section, except for any reconciliation arising out of a tax protest under Section 10.5 hereof and except for any Post-Closing Prorations (5) days which must be determined and paid in accordance with the terms hereof), all prorations made under this Section 10.10 shall be final as of the receipt thereofClosing and shall not be subject to further adjustment (whether due to an error or for any other reason) after the Closing. The terms and provisions of this Section shall survive the Closing.