Common use of Final Reconciliation Clause in Contracts

Final Reconciliation. The amount of payments by Seller or Buyer under this Section 4.2 ("Prorated Expenses"), and the amount of any pass-through expenses billed to Tenants pursuant to the Leases for the year of Closing ("Expense Pass-Throughs"), may have been based on estimates of applicable amounts. Except as otherwise expressly provided herein, when the actual amounts are finally determined with respect to Prorated Expenses and Expense Pass-Throughs, Seller and Buyer shall recalculate, reconcile and re-prorate the amounts based on the actual amounts. Buyer will perform any year-end reconciliations with respect to the calendar year in which the Closing occurs in accordance with the terms of the Leases. Seller and Buyer covenant to cooperate and provide the other party with any information, books or records necessary to finalize such reconciliation. Seller or Buyer, as the case may be, shall make an appropriate payment to the other based on such recalculation such that each party is made whole within thirty (30) days of the conclusion of the reconciliation and notification to the other party of the amount to the paid, however, neither party shall have the right to request apportionment or reapportionment after June 30, 2019. To the extent any Tenants are due refunds as a result of the post-Closing reconciliation, Seller shall pay to Buyer its pro rata portion of such refunds pursuant to the terms of this Section 4.2; provided, such payment shall be reduced by any amounts which may have been credited to Buyer at Closing with respect to such refunds owed to Tenants. To the extent any additional amounts are due from Tenants as a result of the post-Closing reconciliation with respect to periods prior to the Closing Date, Buyer shall pay to Seller its pro rata share of such reimbursements pursuant to the terms of this Section 4.2.

Final Reconciliation. The As to any Leases for which a final reconciliation of Operating Expense Pass-throughs cannot be completed between the Seller, as landlord, and the tenants as of the Adjustment Date in accordance with Subparagraph (ii), the parties will adjust their prorations made at Closing when the correct amount of payments Operating Expense Pass-throughs can be determined (including without limitation with respect to any amounts under- collected by Seller) and when, under the terms or the respective Leases, all information required to make such landlord/tenant adjustment is available. Seller shall be responsible for providing Purchaser with the final reconciliation for Seller's period of ownership. If Seller fails timely to provide Purchaser with it final reconciliation, Seller acknowledges and agrees that Purchaser's ability to make a final determination of any amounts due to Seller or Buyer under this Section 4.2 any additional amounts due from Seller in respect of Operating Expense Pass-throughs for the period prior to the Adjustment Date is dependent upon, and expressly conditioned upon, Seller's delivering all information required by Purchaser, as provided for Subparagraph ("Prorated Expenses"i), and the amount of any pass-through expenses billed Seller's delivering to Tenants pursuant Purchaser subsequent to the Leases Closing Date copies of all invoices and bills received by Seller subsequent to the Adjustment Date for the year of Closing ("Operating Expense Pass-Throughs")through items applicable to the period on or before the Adjustment Date, may have been based on estimates as well as evidence of applicable amountspayments made by Seller in respect of such invoices and bills. Except Seller agrees to cooperate in good faith and with reasonable diligence in providing to Purchaser as otherwise expressly provided hereinand when needed copies of all invoices, when bills, evidence of payment and other information required by Purchaser to confirm the actual amounts are finally determined with respect final reconciliation performed by Seller for its period of ownership and/or to Prorated Expenses and make any required post-Closing reconciliations of Operating Expense Pass-Throughsthroughs. If when Seller is able to make its year end reconciliation for the period prior to the Closing, it is determined, after giving effect to any applicable credit received by Purchaser at Closing under this Paragraph 6.1(d), that Seller and Buyer has under- collected from any tenants, then Purchaser shall recalculate, reconcile and re-prorate bill such te▇▇▇▇s for the amounts based on the actual amountsdue to Seller within 60 days after year end, and remit to Seller Seller's portion of any amounts collected monthly, within 30 days after receipt of same. Buyer will perform any year-end reconciliations with respect to the calendar year in which the Closing occurs in accordance with the terms of the Leases. Seller and Buyer covenant to cooperate and provide the other party with any information, books or records necessary to finalize such reconciliation. Seller or Buyer, as the case may be, shall make an appropriate payment to the other based on such recalculation such that each party is made whole within thirty (30) days of the conclusion of the reconciliation and notification to the other party of the amount to the paidIf, however, neither it is determined that Seller over-collected from tenants, again after giving effect to any credits received by Purchaser at Closing as aforesaid, Seller will pay to Purchaser the amount over-collected and not previously credited to Purchaser, within 30 days after receipt from Purchaser of written notice setting forth the amount due, accompanied by documentation reasonably establishing such amount, and Purchaser shall be responsible for crediting or repaying amounts to the appropriate tenants. In order to assist Seller in its confirmation of any required post-closing adjustments, Purchaser shall make available to Seller upon request, copies of the tax bills and any other bills and invoices needed by Seller. Each party shall have the right to request apportionment or reapportionment after June 30audit the other party's books and records, 2019. To the extent upon reasonable prior notice and during normal business hours, for purposes of confirming any Tenants are due refunds as a result of the post-Closing reconciliation, Seller shall pay to Buyer its pro rata portion of such refunds pursuant to the terms of this Section 4.2; provided, such payment shall be reduced calculations made by any amounts which may have been credited to Buyer at Closing with respect to such refunds owed to Tenants. To the extent any additional amounts are due from Tenants as a result of the post-Closing reconciliation with respect to periods prior to the Closing Date, Buyer shall pay to Seller its pro rata share of such reimbursements pursuant to the terms of this Section 4.2Purchaser.

Final Reconciliation. The amount of payments by Seller or Buyer under this Section 4.2 ("“Prorated Expenses"”), and the amount of any pass-through expenses billed to Tenants pursuant to the Leases for the year of Closing ("“Expense Pass-Throughs"”), may have been based on estimates of applicable amounts. Except as otherwise expressly provided herein, when the actual amounts are finally determined with respect to Prorated Expenses and Expense Pass-Throughs, Seller and Buyer shall recalculate, reconcile reconcile, and re-prorate the amounts based on the actual amounts; provided Seller shall not be responsible for any portion of any operating expenses incurred by Buyer post-Closing; it being acknowledged that such expenses are the obligation of the Tenants and/or Buyer. Buyer will perform any year-end reconciliations with respect to the calendar year in which the Closing occurs in accordance with the terms of the Leases. Seller and Buyer covenant to cooperate and provide the other party with any information, books books, or records necessary to finalize such reconciliation. Seller or Buyer, as the case may be, shall make an appropriate payment to the other based on such recalculation such that each party is made whole within thirty (30) days of the conclusion of the reconciliation and notification to the other party of the amount to the paid, ; however, neither party shall have the right to request apportionment or reapportionment after June 30, 2019the one (1) year anniversary of the Closing Date. To the extent any Tenants are due refunds as a result of the post-Closing reconciliation, Seller shall pay to Buyer its pro rata portion of such refunds pursuant to the terms of this Section 4.2; provided, such payment provided Seller shall not be responsible for any portion of any refunds that arise from payments made by Tenants post-Closing; it being acknowledged that any refunds for any payments made by Tenants in excess of Expense Pass-Throughs for the period post-Closing shall be the obligation of Buyer; and further provided any obligation of Seller under this sentence shall be reduced by any amounts which may have been credited to Buyer at Closing with respect to such refunds owed to Tenants. To the extent any additional amounts are due from Tenants as a result of the post-Closing reconciliation with respect to periods prior to the Closing Date, Buyer shall pay to Seller its pro rata share of such reimbursements pursuant to the terms of this Section 4.2.

Final Reconciliation. The amount Applicant shall provide the Final Report and Certificate of payments Practical Completion to the CPCA by Seller [Insert date]. On issue of the Final Report and/or the Certificate of Practical Completion the Grant Recipient will provide the CPCA with a full Reconciliation of the Costs actually expended on the Project against the estimated cost set out in the Business Plan. The Grant Recipient will provide CPCA with a warranted statement that the costs actually expended were equal or Buyer under this Section 4.2 ("Prorated Expenses"), greater than the estimated costs and the amount if less will immediately return [insert %] of any pass-through expenses billed reduced costs/savings to Tenants CPCA. If there is any dispute about the Reconciliation the Grant Recipient will upon written request by CPCA provide the CPCA and their accountants with open book accounts of the costs of the Project. If the CPCA reasonably believes the actual costs are materially less than the estimated costs they will notify the Grant Recipient who will negotiate with the CPCA in good faith to resolve the issue. If the issue is not resolved within 3 months then CPCA may take such further action as they deem necessary including appointing expert to deal with the matter and Grant Recipient shall fully cooperate with the Expert and their directions. Where the information provided pursuant to Clause 4.7 shows: - that the Leases for total cost of the year Project was less than the anticipated total cost of Closing ("Expense Pass-Throughs")the Project as set out in the Business Plan; and/or that the total Market Value of the Project is more than the anticipated Market Value of the Project as set out in the Business Plan, may have been based on estimates of applicable amounts. Except as otherwise expressly provided herein, when the actual amounts are finally determined with respect then CPCA shall be entitled to Prorated Expenses and Expense Pass-Throughs, Seller and Buyer shall recalculate, reconcile and re-prorate the amounts based on the actual amounts. Buyer will perform any year-end reconciliations with respect recover Funding paid to the calendar year in which the Closing occurs Applicant in accordance with the terms compensation provisions set out in Clause 4.7 and/or in the Business Plan. Pre-Payment The Parties acknowledge that as at the 31st March 2021 in so far as the Maximum Sum has not been drawn down by the Applicant, the balance of the Leases. Seller and Buyer covenant to cooperate and provide Maximum Sum (“the other party with any information, books Outstanding Sum”) shall on the 31st March 2021 (or records necessary to finalize such reconciliation. Seller or Buyer, as if later within 14 days of receipt of the case may be, shall make an appropriate payment Outstanding Sum Claim Form (defined below)) be paid to the other based Applicant subject to and in accordance with the conditions below The Applicant shall provide CPCA with a signed Outstanding Sum Claim Form in the form that appears at [Part 2 of Schedule 3] to this Agreement The Applicant confirms and warrants it shall upon receipt immediately pay the sum of the Outstanding Payment into a separate interest-bearing account in the name of the Applicant (the Account) The Applicant shall hold the Outstanding Payment on Trust for CPCA unless and until payments are made out of the Account in accordance with this clause. If the Applicant wishes to draw down monies from the Outstanding Payment held on the Account it shall submit to CPCA the same information as is required in this Agreement (mutatis mutandis) as if it were applying for a payment from CPCA and only once CPCA has agreed to such recalculation such that each party is made whole monies being drawn down in accordance with this Agreement as if it were an application for a payment from CPCA (including (in accordance with clause 4.2.3) confirming relevant funds can be released from the Account within thirty (30) 28 days of the conclusion Applicant supplying the information set out in clause 4.2) If at any time CPCA notifies the Applicant it is in breach of the reconciliation and notification to the other party of the amount to the paid, however, neither party shall have the right to request apportionment or reapportionment after June 30, 2019. To the extent any Tenants are due refunds as a result of the post-Closing reconciliation, Seller shall pay to Buyer its pro rata portion of such refunds pursuant to the terms of this Section 4.2; provided, Agreement which would have entitled the CPCA to withhold funding and/or to demand repayment of funding already made and such payment shall be reduced by any amounts which breach has not been remedied to the satisfaction of CPCA then CPCA may have been credited to Buyer request that the Applicant returns the Outstanding Payment (or such of it as remains at Closing with respect to such refunds owed to Tenants. To the extent any additional amounts are due from Tenants as a result time of the post-Closing reconciliation notice) at which point the Applicant shall immediately return the Outstanding Payment along with respect to periods prior to any interest thereof. The Parties agree that this clause 4.8 shall not affect all reporting and final conciliation required by this Agreement shall remain as an obligation upon the Closing Date, Buyer shall pay to Seller its pro rata share of such reimbursements pursuant to the terms of this Section 4.2.Applicant