Common use of For Prior Calendar Years Clause in Contracts

For Prior Calendar Years. Prior to Closing, Seller shall reconcile with tenants the Tenant Reimbursements and Tenant Reimbursable Expenses for any calendar year prior to that in which the Closing occurs. If the amount of Tenant Reimbursements collected by Seller for such prior years is less than the amount of Tenant Reimbursable Expenses paid by Seller for such period (or less than the amount which Seller is entitled to recover under the terms of the Leases), then Seller shall be entitled to xxxx such tenants and retain any such amounts received from tenants. If the amount of Tenant Reimbursements collected by Seller for such prior calendar year exceeds the amount of Tenant Reimbursable Expenses paid by Seller with respect to such period (or the amount which Seller is entitled to recover under the terms of the Leases), then, to the extent required under the terms of the Leases, Seller shall remit such excess amounts to the applicable tenants within thirty (30) days of determination; and Seller shall indemnify, defend and hold Purchaser, its partners, and their respective directors, officers, employees and agents, and each of them, harmless from and against any losses, claims, damages and liabilities, including, without limitation, reasonable attorneys' fees and expenses incurred in connection therewith, arising out of or resulting from Seller's failure to remit any such amounts to tenants in accordance with the provisions hereof, and such indemnity shall survive the Closing.

For Prior Calendar Years. Prior to Closing, Seller shall reconcile be responsible for the reconciliation with tenants the of Tenant Reimbursements and Tenant Reimbursable Seller Expenses for any calendar year prior to that in which the Closing occurs. If the amount of Tenant Reimbursements collected by Seller for such prior years is less than the amount of Tenant Reimbursable Seller Expenses paid by Seller for such period (or less than the amount which Seller is entitled to recover under the terms of the Leases)period, then Seller shall be entitled to xxxx bxxx such tenants and retain any such amounts received due from tenants. If the amount of Tenant Reimbursements collected by Seller for such prior calendar year exceeds the amount of Tenant Reimbursable Seller Expenses paid by Seller with respect to such period (or the amount which Seller is entitled to recover under the terms of the Leases)period, then, to the extent required under the terms of the Leases, Seller shall remit such excess amounts to the applicable tenants within thirty (30) days of determination; and tenants. In connection with the foregoing, Seller shall indemnify, defend be permitted to make and hold Purchaser, its partnersretain copies of all Leases and all bxxxxxxx concerning Tenant Reimbursements for such prior years, and their respective directors, officers, employees Purchaser covenants and agentsagrees to provide Seller with reasonable access to the books and records pertaining to such Tenant Reimbursements, and each to otherwise cooperate with Seller (at no cost to Purchaser) for the purpose of them, harmless from and against enabling Seller to adequately respond to any losses, claims, damages and liabilities, including, without limitation, reasonable attorneys' fees and expenses incurred in connection therewith, arising out claim by tenants for reimbursement of or resulting from Seller's failure to remit any Tenant Reimbursements previously paid by such amounts to tenants in accordance with the tenants. The provisions hereof, and such indemnity of this Section 4.4.2 shall survive the Closing.

For Prior Calendar Years. Prior to Closing, Seller shall reconcile be responsible for the reconciliation with tenants the of Tenant Reimbursements and Tenant Reimbursable Owner Expenses for any calendar year prior to that in which the Closing occurs. If the amount of Tenant Reimbursements collected by Seller Nine Penn Owner for such prior years is less than the amount of Tenant Reimbursable Owner Expenses paid by Seller for such period (or less than period, then, to the amount which Seller is entitled to recover extent permitted under the terms of the Leases), then Seller shall be entitled to xxxx such tenants (which may be included in Purchaser’s bills delivered to tenants after Closing) and retain Purchaser and Seller agree that any such amounts received from tenantstenants on account of such Tenant Reimbursements shall not be applied to any tenant delinquencies, but rather shall be remitted to, or retained by, Seller, as applicable. If the amount of Tenant Reimbursements collected by Seller Nine Penn Owner for such prior calendar year exceeds the amount of Tenant Reimbursable Owner Expenses paid by Seller with respect to such period (or the amount which Seller is entitled to recover under the terms of the Leases)period, then, to the extent required under the terms of the Leases, Seller shall remit such excess amounts to the applicable tenants within thirty (30) days of determination; and tenants. In connection with the foregoing, Seller shall indemnify, defend be permitted to make and hold Purchaser, its partnersretain copies of all Leases and all xxxxxxxx concerning Tenant Reimbursements for such prior years, and their respective directors, officers, employees Purchaser covenants and agentsagrees to provide Seller with reasonable access to the books and records pertaining to such Tenant Reimbursements, and each to otherwise cooperate with Seller (at no cost to Purchaser) for the purpose of them, harmless from and against enabling Seller to adequately respond to any losses, claims, damages and liabilities, including, without limitation, reasonable attorneys' fees and expenses incurred in connection therewith, arising out claim by tenants for reimbursement of or resulting from Seller's failure to remit any Tenant Reimbursements previously paid by such amounts to tenants in accordance with the tenants. The provisions hereof, and such indemnity of this Section 4.4.2 shall survive the Closing.

For Prior Calendar Years. Prior to Closing, Seller shall reconcile be responsible for the reconciliation with tenants the of Tenant Reimbursements and Tenant Reimbursable Expenses for any calendar year prior to before that in which the Closing occurs. If the amount of Tenant Reimbursements collected by Seller for such prior years is less than the amount of Tenant Reimbursable Expenses paid by Seller for such period (or less than the amount which that Seller is entitled to recover under the terms of the Leases), then Seller shall be entitled to xxxx such tenants and retain any such amounts received due from tenants. If the amount of Tenant Reimbursements collected by Seller for such prior calendar year exceeds the amount of Tenant Reimbursable Expenses paid by Seller with respect to such period (or the amount which that Seller is entitled to recover under the terms of the Leases), then, to the extent required under the terms of the Leases, Seller shall remit such excess amounts to the applicable tenants within thirty (30) days of determination; and tenants. In connection with the foregoing, Seller shall indemnify, defend be permitted to make and hold Purchaser, its partnersretain copies of all leases and all xxxxxxxx concerning Tenant Reimbursements for such prior years, and their respective directors, officers, employees Purchaser covenants and agentsagrees to provide Seller with reasonable access to the books and records pertaining to such Tenant Reimbursements, and each to otherwise cooperate with Seller (at no cost to Purchaser) for the purpose of them, harmless from and against enabling Seller to adequately respond to any losses, claims, damages and liabilities, including, without limitation, reasonable attorneys' fees and expenses incurred in connection therewith, arising out claim by tenants for reimbursement of or resulting from Seller's failure to remit any Tenant Reimbursements previously paid by such amounts to tenants in accordance with the provisions hereof, and such indemnity tenants. This Section 4.4.2 shall survive the Closing.

For Prior Calendar Years. Prior to Closing, Seller shall reconcile be responsible for the reconciliation with tenants the of Tenant Reimbursements and Tenant Reimbursable Expenses for any calendar year prior to that in which the Closing occurs. If the amount of Tenant Reimbursements collected by Seller for such prior years is less than the amount of Tenant Reimbursable Expenses paid by Seller for such period (or less than the amount which Seller is entitled to recover under the terms of the Leases), then Seller shall be entitled to xxxx bxxx such tenants and retain any such amounts received due from tenants. If any Tenant Reimbursable Expenses are received by Seller subsequent to the Closing that are payable to Purchaser by reason of this Agreement, Seller shall promptly pay such amounts to Purchaser. If the amount of Tenant Reimbursements collected by Seller for such prior calendar year exceeds the amount of Tenant Reimbursable Expenses paid by Seller with respect to such period (or the amount which Seller is entitled to recover under the terms of the Leases), then, to the extent required under the terms of the Leases, Seller shall remit such excess amounts to the applicable tenants within thirty (30) days of determination; and tenants. In connection with the foregoing, Seller shall indemnify, defend be permitted to make and hold Purchaser, its partnersretain copies of all leases and all bxxxxxxx concerning Tenant Reimbursements for such prior years, and their respective directors, officers, employees Purchaser covenants and agentsagrees to provide Seller with reasonable access to the books and records pertaining to such Tenant Reimbursements, and each to otherwise cooperate with Seller (at no cost to Purchaser) for the purpose of them, harmless from and against enabling Seller to adequately respond to any losses, claims, damages and liabilities, including, without limitation, reasonable attorneys' fees and expenses incurred in connection therewith, arising out claim by tenants for reimbursement of or resulting from Seller's failure to remit any Tenant Reimbursements previously paid by such amounts to tenants in accordance with the tenants. The provisions hereof, and such indemnity of this Section 4.4.2 shall survive the Closing.

For Prior Calendar Years. Prior to Closing, Seller Sellers shall reconcile be responsible for the reconciliation with tenants the of Tenant Reimbursements and Tenant Reimbursable Seller Expenses for any calendar year prior to that in which the Closing occurs. If To the extent any reconciliation are not completed as of Closing, if the amount of Tenant Reimbursements collected by Seller Sellers for such prior years is less than the amount of Tenant Reimbursable Seller Expenses paid by Seller for such period (or less than the amount which Seller is entitled to recover under the terms of the Leases)period, then Seller Sellers shall be entitled to xxxx such tenants and retain any such amounts received due from tenants. If the amount of Tenant Reimbursements collected by Seller Sellers for such prior calendar year exceeds the amount of Tenant Reimbursable Seller Expenses paid by Seller with respect to such period (or the amount which Seller is entitled to recover under the terms of the Leases)period, then, to the extent required under the terms of the Leases, Seller Sellers shall remit such excess amounts to the applicable tenants within thirty (30) days tenants. In connection with the foregoing, Sellers shall be permitted to make and retain copies of determination; all Leases and Seller shall indemnify, defend and hold Purchaser, its partnersall xxxxxxxx concerning Tenant Reimbursements for such prior years, and their respective directors, officers, employees Purchaser covenants and agentsagrees to provide Sellers with reasonable access to the books and records pertaining to such Tenant Reimbursements, and each to otherwise cooperate with Sellers (at no cost to Purchaser) for the purpose of them, harmless from and against enabling Sellers to adequately respond to any losses, claims, damages and liabilities, including, without limitation, reasonable attorneys' fees and expenses incurred in connection therewith, arising out claim by tenants for reimbursement of or resulting from Seller's failure to remit any Tenant Reimbursements previously paid by such amounts to tenants in accordance with the tenants. The provisions hereof, and such indemnity of this Section 4.4.2 shall survive the Closing.

For Prior Calendar Years. Prior to Closing, Seller shall reconcile be responsible for the reconciliation with tenants the of Tenant Reimbursements and Tenant Reimbursable Expenses for any calendar year prior to that in which the Closing Close of Escrow occurs. If the amount of Tenant Reimbursements collected by Seller for such prior years is less than the amount of Tenant Reimbursable Expenses paid by Seller for such period (or less than the amount which Seller is entitled to recover under the terms of the Leases), then Seller shall be entitled to xxxx bxxx such tenants directly and retain any such amounts received due from tenants. If the amount of Tenant Reimbursements collected by Seller for such prior calendar year exceeds the amount of Tenant Reimbursable Expenses paid by Seller with respect to such period (or the amount which Seller is entitled to recover under the terms of the Leases), then, to the extent required under the terms of the Leases, Seller shall remit such excess amounts to the applicable tenants within thirty (30) days of determination; and tenants. In connection with the foregoing, Seller shall indemnify, defend be permitted to make and hold Purchaser, its partnersretain copies of all Leases and all bxxxxxxx concerning Tenant Reimbursements for such prior years, and their respective directors, officers, employees Buyer covenants and agentsagrees to provide Seller with reasonable access to the books and records pertaining to such Tenant Reimbursements, and each to otherwise cooperate with Seller (at no cost to Buyer) for the purpose of them, harmless from and against enabling Seller to adequately respond to any losses, claims, damages and liabilities, including, without limitation, reasonable attorneys' fees and expenses incurred in connection therewith, arising out claim by tenants for reimbursement of or resulting from Seller's failure to remit any Tenant Reimbursements previously paid by such amounts to tenants in accordance with the tenants. The provisions hereof, and such indemnity of this Section 11(b)(ii) shall survive the ClosingClose of Escrow.

For Prior Calendar Years. Prior to Closing, Each Seller shall reconcile be responsible for the reconciliation with its tenants the of Reimbursable Tenant Reimbursements Expenses and Tenant Reimbursable Expenses tenant reimbursements thereof for any calendar year prior to that in which the Closing occursYear. If the amount of Tenant Reimbursements tenant reimbursements collected by a Seller for such prior years is less than the amount of Reimbursable Tenant Reimbursable Expenses paid by such Seller for such period (or less than the amount which that such Seller is entitled to recover under the terms of the Leases), then such Seller shall be entitled to xxxx such tenants directly therefor and to retain any amounts remitted by such amounts received from tenantstenants in connection therewith. If the amount of Tenant Reimbursements tenant reimbursements collected by such Seller for such prior calendar year exceeds the amount of Reimbursable Tenant Reimbursable Expenses paid by such Seller with respect to such period (or the amount which that such Seller is entitled to recover under the terms of the Leases), then, to the extent required under the terms of the Leases, such Seller shall remit such excess amounts to the applicable tenants within thirty (30) days of determination; and tenants. Seller shall indemnify, defend defend, and hold Purchaser, its partners, and their respective directors, officers, employees and agents, and each of them, Buyer harmless from and against any losses, costs, claims, damages damages, and liabilities, including, without limitation, reasonable attorneys' ’ fees and expenses incurred in connection therewith, arising out of or resulting from Seller's either Sellers failure to remit any such amounts actually received from Buyer to tenants in accordance with the provisions hereof. In connection with the foregoing, Sellers shall be permitted to make and retain copies of all Leases and all xxxxxxxx concerning tenant reimbursements for the Closing Year and for such prior years, and Buyer covenants and agrees to provide each Seller with reasonable access to the books and records pertaining to such indemnity tenant reimbursements, and to otherwise cooperate with each Seller (at no material out-of-pocket cost to Buyer) for the purpose of enabling each Seller to adequately respond to any claim by tenants for reimbursement of tenant reimbursements previously paid by such tenants. The provisions of this Section 5.4.2(b) shall survive the Closing.

For Prior Calendar Years. Prior to Closing, Seller shall reconcile be responsible for the reconciliation with tenants the of Tenant Reimbursements and Tenant Reimbursable Expenses for any calendar year prior to that in which the Closing occurs. If the amount of Tenant Reimbursements collected by Seller for such prior years is less than the amount of Tenant Reimbursable Expenses paid by Seller for such period (or less than the amount which Seller is entitled to recover under the terms of the Leases), then Seller shall be entitled to xxxx bill such tenants and retain any such amounts received due from tenants, subject xx xhe same remedies of Seller against tenants as are set forth in Section 5.4.2. If the amount of Tenant Reimbursements collected by Seller for such prior calendar year exceeds the amount of Tenant Reimbursable Expenses paid by Seller with respect to such period (or the amount which Seller is entitled to recover under the terms of the Leases), then, to the extent required under the terms of the Leases, Seller shall remit such excess amounts to the applicable tenants within thirty (30) days of determination; and tenants. In connection with the foregoing, Seller shall indemnify, defend be permitted to make and hold Purchaser, its partnersretain copies of all Leases and all billings concerning Tenant Reimbursements for such prior years, and their respective directors, officers, employees Puxxxxxxx covenants and agentsagrees to provide Seller with reasonable access to the books and records pertaining to such Tenant Reimbursements, and each to otherwise cooperate with Seller (at no cost to Purchaser) for the purpose of them, harmless from and against enabling Seller to adequately respond to any losses, claims, damages and liabilities, including, without limitation, reasonable attorneys' fees and expenses incurred in connection therewith, arising out claim by tenants for reimbursement of or resulting from Seller's failure to remit any Tenant Reimbursements previously paid by such amounts to tenants in accordance with the tenants. The provisions hereof, and such indemnity of this Section shall survive the Closing.

For Prior Calendar Years. Prior to Closing, Seller shall reconcile be responsible for the reconciliation with tenants the Tenant and other parties of Reimbursements and Tenant Reimbursable Expenses for any calendar year prior to that in which the Closing occursoccurs and Seller shall provide the required annual statements and effectuate such reconciliations within the time period required under the applicable Leases. If the amount of Tenant Reimbursements collected by Seller for such prior years is less than the amount of Tenant Reimbursable Expenses paid by Seller for such period (or less than the amount which Seller is entitled to recover under the terms of the LeasesLeases and other applicable agreements), then Seller Purchaser shall be entitled to xxxx such tenants and retain other parties upon Seller’s request and, upon actual receipt, Purchaser agrees to remit to Seller any such amounts received from tenantscollected. If the amount of Tenant Reimbursements collected by Seller for such prior calendar year exceeds the amount of Tenant Reimbursable Expenses paid by Seller with respect to such period (or the amount which Seller is entitled to recover under the terms of the LeasesLeases and other applicable agreements), then, to the extent required under the terms of the LeasesLeases and other applicable agreements, Seller shall remit such excess amounts to the applicable tenants within thirty (30) days of determination; and other parties and Seller shall indemnify, defend and hold Purchaser, its partners, partners and their respective directors, trustees, officers, employees and agents, and each of them, harmless from and against any losses, claimscosts, damages claims and liabilities, including, without limitation, reasonable attorneys' fees and expenses incurred in liabilities applicable thereto. In connection therewith, arising out of or resulting from Seller's failure to remit any such amounts to tenants in accordance with the provisions hereofforegoing, Seller shall be permitted to make and retain copies of all leases, agreements and xxxxxxxx concerning Reimbursement for such prior years, and Purchaser covenants and agrees to provide Seller with reasonable access to the books and records pertaining to such indemnity Reimbursements, and to otherwise cooperate with Seller (at no out-of-pocket cost to Purchaser nor liability to Purchaser) for the purpose of enabling Seller to adequately respond to any claim for reimbursement of Reimbursements previously paid by such tenants or other parties. The provisions of this Section 4.4.2 shall survive the Closing.

For Prior Calendar Years. Prior to Closing, Seller shall reconcile be responsible for the reconciliation with tenants the of Tenant Reimbursements and Tenant Reimbursable Expenses for any calendar year prior to that in which the Closing occurs. If the amount of Tenant Reimbursements collected by Seller for such prior years is less than the amount of Tenant Reimbursable Expenses paid by Seller for such period (or less than the amount which Seller is entitled to recover under the terms of the Leases), then Seller shall be entitled to xxxx such tenants directly and retain any such amounts received due from tenants. If the amount of Tenant Reimbursements collected by Seller for such prior calendar year exceeds the amount of Tenant Reimbursable Expenses paid by Seller with respect to such period (or the amount which Seller is entitled to recover under the terms of the Leases), then, to the extent required under the terms of the Leases, Seller shall remit such excess amounts to the applicable tenants within thirty (30) days of determination; and tenants. In connection with the foregoing, Seller shall indemnify, defend be permitted to make and hold Purchaser, its partnersretain copies of all Leases and all xxxxxxxx concerning Tenant Reimbursements for such prior years, and their respective directors, officers, employees Purchaser covenants and agentsagrees to provide Seller with reasonable access to the books and records pertaining to such Tenant Reimbursements, and each to otherwise cooperate with Seller (at no cost to Purchaser) for the purpose of them, harmless from and against enabling Seller to adequately respond to any losses, claims, damages and liabilities, including, without limitation, reasonable attorneys' fees and expenses incurred in connection therewith, arising out claim by tenants for reimbursement of or resulting from Seller's failure to remit any Tenant Reimbursements previously paid by such amounts to tenants in accordance with the provisions hereof, and such indemnity shall survive the Closingtenants.