Common use of Overage Rent Clause in Contracts

Overage Rent. (a) With respect to any Lease that provides for (i) the payment of additional rent based upon a percentage of the tenant's business during a specified annual or other period (sometimes referred to as "percentage rent"), (ii) so-called common area maintenance or "cam" charges or (iii) so-called "escalation rent" or additional rent based upon, among other things, increases in real estate taxes or operating expenses or labor costs or cost of living or port▇▇'▇ ▇▇▇es or otherwise (such percentage rent, cam charges, escalation rent and additional rent being collectively called "OVERAGE RENT"), such Overage Rent shall be adjusted and prorated on an if, as and when collected basis. (b) As to any Overage Rent in respect of an accounting period that shall have expired prior to the Closing but which shall be paid after the Closing, Purchaser agrees that it will pay the entire amount over to Seller upon receipt thereof, less any costs of collection (including reasonable counsel fees) reasonably allocable thereto. Purchaser agrees that it shall (i) promptly render bills for any Overage Rent in respect of an accounting period that shall have expired prior to the Closing but which shall be paid after the Closing, (ii) bill ▇▇▇ants such 14 Overage Rent attributable to an accounting period that shall have expired prior to the Closing on a monthly basis for a period of six (6) consecutive months thereafter and (iii) bill ▇▇▇ants to collect Overage Rent in the same manner that Purchaser bills tenants for Fixed Rent subsequent to the Closing; provided, however, that Purchaser shall have no obligation to commence any actions or proceedings to collect any such Overage Rent. Notwithstanding the foregoing, if Purchaser shall be unable to collect such Overage Rent, Seller shall have the right, upon prior written notice to Purchaser, to pursue tenants to collect such delinquencies (including, without limitation, the prosecution of one or more lawsuits), but Seller shall not be entitled to evict (by summary proceedings or otherwise) any such tenants. Seller shall furnish to Purchaser all information relating to the period prior to the Closing that is reasonably necessary for the billing of such Overage Rent, and Purchaser will deliver to Seller, concurrently with the delivery to tenants, copies of all statements relating to Overage Rent for a period prior to the Closing. Purchaser shall bill ▇▇▇ants for Overage Rent for accounting periods prior to the Closing in accordance with and on the basis of such information furnished by Seller, which information shall be true and accurate to the best of Seller's knowledge. (c) Overage Rent in respect of the accounting period in which the Closing occurs shall be apportioned between Seller and Purchaser as of 11:59 p.m. of the day preceding the Closing Date, with Seller receiving the proportion of such Overage Rent (less a like portion of any costs and expenses (including reasonable counsel fees) incurred in the collection of such Overage Rent) that the portion of such accounting period prior to the Closing Date bears to the entire such accounting period, and Purchaser receiving the proportion of such Overage Rent (less a like portion of any costs and expenses (including reasonable counsel fees) incurred in the collection of such Overage Rent) that the portion of such accounting period from and after the Closing Date bears to the entire such accounting period. If, prior to the Closing, Seller shall receive any installments of Overage Rent attributable to Overage Rent for periods from and after the Closing Date, such sum shall be apportioned at the Closing. If, after the Closing, Purchaser shall receive any installments of Overage Rent attributable to Overage Rent for periods prior to the Closing, such sum (less any costs and expenses (including reasonable counsel fees) incurred by Purchaser in the collection of such Overage Rent) shall be paid by Purchaser to Seller promptly after Purchaser receives payment thereof. (d) Any payment by a tenant on account of Overage Rent (to the extent not applied against Fixed Rent due and payable by such tenant in accordance with Section 4.1(b) above) shall be applied to Overage Rent then due and payable in the following order of priority, (i) first, in payment of Overage Rent for the accounting period preceding the accounting period in which the Closing Date occurs and (ii) second, in payment of Overage Rent for the accounting period in which the Closing Date occurs, in the chronological order in which such payments are due for such accounting period pursuant to the applicable lease. (e) To the extent that any portion of Overage Rent is required to be paid monthly by tenants on account of estimated amounts for any calendar year (or, if applicable, any lease year or tax year or any other applicable accounting period), and at the end of such calendar year (or lease year, tax year or other applicable accounting period, as the case may be), 15 such estimated amounts are to be recalculated based upon the actual expenses, taxes and other relevant factors for that calendar (lease or tax) year or other applicable accounting period, with the appropriate adjustments being made with such tenants, then such portion of the Overage Rent shall be prorated between Seller and Purchaser at the Closing based on such estimated payments (i.e., with Seller entitled to retain all monthly or other periodic installments of such amounts paid with respect to periods prior to the calendar month or other applicable installment period in which the Closing occurs, Seller to pay to Purchaser at the Closing all monthly or other periodic installments of such amounts theretofore received by Seller with respect to periods following the calendar month or other applicable installment period in which the Closing occurs and Seller and Purchaser to apportion as of the Closing Date all monthly or other periodic installments of such amounts with respect to the calendar month or other applicable installment period in which the Closing occurs). At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Overage Rent for a period for which estimated amounts paid by such tenant have been prorated, there shall be a re-proration between Seller and Purchaser. If, with respect to any tenant, the recalculated Overage Rent exceeds the estimated amount paid by such tenant, (i) the portion of the excess actually received by Purchaser shall be paid by Purchaser to Seller, if the accounting period for which such recalculation was made expired prior to the Closing and (ii) such excess shall be apportioned between Seller and Purchaser as of the Closing Date (on the basis described in the first sentence of Section 4.2(c) above), if the Closing occurred during the accounting period for which such recalculation was made, with Purchaser paying to Seller the portion of such excess which Seller is so entitled to receive. If, with respect to any tenant, the recalculated Overage Rent is less than the estimated amount paid by such tenant, (1) the entire shortfall shall be paid by Seller to Purchaser (or, at Seller's option, directly to the tenant in question), if the accounting period for which such recalculation was made expired prior to the Closing and (2) such shortfall shall be apportioned between Seller and Purchaser as of the Closing Date (on the basis described in the first sentence of Section 4.2(c) above), if the Closing occurred during the accounting period for which such recalculation was made, with Seller paying to Purchaser (or, at Seller's option, directly to the tenant in question) the portion of such shortfall so allocable to Seller. (f) Until such time as all amounts required to be paid to Seller by Purchaser pursuant to Section 4.1 and this Section 4.2 shall have been paid in full, Purchaser shall furnish to Seller not less frequently than every sixty (60) days, a reasonably detailed accounting of such amounts payable by Purchaser, which accounting shall be delivered to Seller on or prior to the 15th day following the last day of each calendar month from and after the calendar month in which the Closing occurs. Seller shall have the right from time to time following the Closing, on prior notice to Purchaser, during ordinary business hours on Business Days, to review Purchaser's rental records with respect to the Units to ascertain the accuracy of such accountings.

Overage Rent. (a) With respect to Any of the following charges and/or rents provided for by any Lease that provides for Lease: (i) the payment of additional rent based upon a percentage of the tenantTenant's business during a specified annual or other period (sometimes referred to as "percentage rent"), (ii) so-called common area maintenance or "camCAM" charges or charges, (iii) so-called "escalation rent" or additional rent based upon, among other things, upon increases in real estate taxes or taxes, operating expenses or expenses, labor costs or costs, cost of living or portliving, ▇▇▇▇▇▇'▇ ▇▇▇es wages, or otherwise other index including the consumer price index or otherwise, or (such percentage iv) any other items of additional rent, cam e.g., charges for electricity, ---- water, cleaning, overtime services, sundries and/or miscellaneous charges, escalation rent and additional rent being collectively called "OVERAGE RENT"), such Overage Rent shall be adjusted and prorated on an if, as and when collected basisbasis (such percentage rent, CAM charges, escalation rent and other additional rent being collectively called "Overage Rent"). (bi) As Purchaser agrees that as to any Overage Rent in respect of an for accounting period that shall have expired periods prior to the Closing but which shall that are to be paid after the Closing, Purchaser agrees that it will to pay the entire amount over to Seller upon receipt thereof, less any costs of collection (including reasonable counsel attorneys' fees) reasonably allocable thereto. Purchaser agrees that it shall will (i) promptly render bills for any such Overage Rent in respect of an accounting period that shall have expired prior to the Closing but which shall be paid after the ClosingRent, (ii) bill ▇▇▇ants ▇ Tenants such 14 Overage Rent attributable to an accounting period that shall have expired prior to the Closing on a monthly basis for a period of six (6) consecutive months thereafter thereafter, and (iii) bill ▇▇▇ants use commercially reasonable efforts to collect such Overage Rent in the same manner that Purchaser bills tenants for Fixed Rent subsequent to the ClosingRent; provided, -------- however, that Purchaser shall have no obligation to commence any actions or ------- proceedings to collect any such Overage Rent. . (ii) Notwithstanding the foregoing, if Purchaser shall be is unable to collect such Overage Rent, Seller shall have the right, upon prior written notice to Purchaser, to pursue tenants Tenants to collect such delinquencies (including, without limitation, the prosecution of one or more lawsuits), but Seller shall not be entitled to evict (by summary proceedings or otherwise) any such tenantsTenants. Seller shall furnish to Purchaser all information relating to the period prior to the Closing that is reasonably necessary for the billing of such Overage Rent, and Purchaser will deliver to Seller, concurrently with the delivery to tenantsTenants, copies of all statements relating to Overage Rent for a period prior to the Closing. Purchaser shall bill ▇▇▇ants ▇ Tenants for Overage Rent for accounting periods prior to the Closing in accordance with and on the basis of such information furnished by Seller, which information shall be true and accurate to the best of Seller's knowledge. (c) Overage Rent in respect of the for an accounting period in which the Closing Date occurs shall be apportioned between Seller and Purchaser as of 11:59 p.m. of the day preceding the Closing Adjustment Date, with Seller receiving the proportion of such Overage Rent (less a like portion of any costs and expenses (including reasonable counsel attorneys' fees) incurred in the collection of such Overage Rent) Rent that the portion of such accounting period prior to the Closing Date bears to the such entire such accounting period, and Purchaser receiving the proportion of such Overage Rent (less a like portion of any costs and expenses (including reasonable counsel attorneys' fees) incurred in the collection of such Overage Rent) Rent that the portion of such accounting period from and after the Closing Date bears to the such entire such accounting period. If, prior to the Closing, Seller shall receive any installments of Overage Rent attributable to Overage Rent for periods from and after the Closing Date, such sum shall be apportioned at the Closing. If, after the Closing, Purchaser shall receive any installments of Overage Rent attributable to Overage Rent for periods prior to the Closing, such sum (less any costs and expenses (including reasonable counsel attorneys' fees) incurred by Purchaser in the collection of such Overage Rent) Rent shall be paid by Purchaser to Seller promptly after Purchaser receives payment thereof. (d) Any payment by a tenant Tenant on account of Overage Rent (to the extent not applied against Fixed Rent Rents due and payable owing by such tenant Tenant in accordance with Section 4.1(b13.1.1 (b) abovehereof) shall be applied to Overage Rent then due and payable in the following order of priority, : (i) first, in payment of Overage Rent for the accounting period preceding the accounting period in which the Closing Date occurs and (ii) second, in payment of Overage Rent for the accounting period in which the Closing Date occurs; (ii) second, in payment of Overage Rent for the accounting period immediately preceding the accounting period in which the Closing Date occurs; and (iii) third, in payment of Overage Rent for the accounting period immediately succeeding the accounting period in which the Closing Date occurs, and (iv) thereafter in the chronological order in which such payments are due for each such accounting period pursuant to the applicable leaseLease. (e) To the extent that any portion of Overage Rent is required to be paid monthly by tenants Tenants, on account of estimated amounts for any calendar year (or, if applicable, any lease year or tax Lease year or any other applicable accounting period), and at the end of such calendar year (or lease year, tax Lease year or other applicable accounting period, as the case may be), 15 such estimated amounts are to be recalculated based upon the actual expenses, taxes and other relevant factors for that calendar (lease or tax) year, Lease year or other applicable accounting period, with the appropriate adjustments being made with such tenantsTenants, then such portion of the Overage Rent shall be prorated between Seller and Purchaser at the Closing based on such estimated payments (i.e., with Seller ---- entitled to retain all monthly or other periodic installments of such amounts paid with respect to periods prior to the calendar month or other applicable installment period in which the Closing occurs, ; Seller to pay to Purchaser at the Closing all monthly or other periodic installments of such amounts theretofore received by Seller with respect to periods following the calendar month or other applicable installment period in which the Closing occurs occurs, and Seller and Purchaser to apportion as of the Closing Date all monthly or other periodic installments of such amounts with respect to the calendar month or other applicable installment period in which the Closing occurs). At the time(s) of final calculation and collection from (or refund to) each tenant Tenant of the amounts in reconciliation of actual Overage Rent for a period for which estimated amounts paid by such tenant Tenant have been prorated, there shall be a re-proration between Seller and Purchaser. If, with respect to any tenantTenant, the recalculated Overage Rent exceeds the estimated amount paid by such tenantTenant, (i) the portion of the entire excess actually received by Purchaser shall be paid by Purchaser to Seller, if the accounting period for which such recalculation was made expired prior to the Closing Closing, and (ii) such excess shall be apportioned between Seller and Purchaser as of the Closing Date (on the basis described in the first sentence of Section 4.2(c13.1.2(c) abovehereof), if the Closing occurred during the accounting period for which such recalculation was made, with Purchaser paying to Seller the portion of such excess which Seller is so entitled to receive. If, with respect to any tenantTenant, the recalculated Overage Rent is less than the estimated amount paid by such tenantTenant, (1) the entire shortfall shall be paid by Seller to Purchaser (or, at Seller's option, directly to the tenant Tenant in question), if the accounting period for which such recalculation was made expired prior to the Closing Closing, and (2) such shortfall shall be apportioned between Seller and Purchaser as of the Closing Date (on the basis described in the first sentence of Section 4.2(c13.1.2(c) abovehereof), if the Closing occurred during the accounting period for which such recalculation was made, with Seller paying to Purchaser (or, at Seller's option, directly to the tenant Tenant in question) the portion of such shortfall so allocable to Seller. (f) Until such time as all amounts required to be paid to Seller by Purchaser pursuant to Section 4.1 13.1.1 and this Section 4.2 shall have been 13.1.2 are paid in full, but in no event for a period longer than twelve (12) months following the Closing, Purchaser shall furnish to Seller Seller, not less frequently than every sixty (60) daysmonthly, a reasonably detailed accounting of such amounts payable owed by Purchaser, ; which accounting shall be delivered to Seller on or prior to the 15th fifteenth day following the last day of each calendar month from and after the calendar month in which the Closing occurs. Subsequent to the Closing, Seller shall have the right from time to time following the Closingtime, on prior written notice to Purchaser, during ordinary business hours on Business Days, to review Purchaser's rental records with respect to the Units Property during ordinary business hours on Business Days, to ascertain the accuracy of such accountings.

Overage Rent. (a) With respect to any Lease that provides for (i) the payment All reimbursements or payments in respect of additional rent based upon a percentage of the tenant's business during a specified annual or other period (sometimes referred to as "percentage rent")operating expenses, (ii) so-called common area maintenance or "cam" charges or (iii) so-called "escalation rent" or additional rent based upon, among other things, increases in real estate taxes or operating expenses or labor costs or cost of living or port▇▇'▇ ▇▇▇es or otherwise taxes, and other charges (such percentage rentcollectively, cam charges, escalation rent and additional rent being collectively called "OVERAGE RENT"), such Overage Rent shall be adjusted and prorated on an if, as and when collected basis. (b) As to any Overage Rent in respect of an accounting period that shall have expired prior paid pursuant to the Closing but which shall be paid after the Closing, Purchaser agrees that it will pay the entire amount over to Seller upon receipt thereof, less any costs of collection (including reasonable counsel fees) reasonably allocable thereto. Purchaser agrees that it shall (i) promptly render bills Lease for any Overage Rent in respect of an accounting period that shall have expired prior to the Closing but which shall be paid after the Closing, (ii) bill ▇▇▇ants such 14 Overage Rent attributable to an accounting period that shall have expired prior to the Closing on a monthly basis for a period of six (6) consecutive months thereafter and (iii) bill ▇▇▇ants to collect Overage Rent in the same manner that Purchaser bills tenants for Fixed Rent subsequent to the Closing; provided, however, that Purchaser shall have no obligation to commence any actions or proceedings to collect any such Overage Rent. Notwithstanding the foregoing, if Purchaser shall be unable to collect such Overage Rent, Seller shall have the right, upon prior written notice to Purchaser, to pursue tenants to collect such delinquencies (including, without limitation, the prosecution of one or more lawsuits), but Seller shall not be entitled to evict (by summary proceedings or otherwise) any such tenants. Seller shall furnish to Purchaser all information relating to the period prior to the Closing that is reasonably necessary for the billing of such Overage Rent, and Purchaser will deliver to Seller, concurrently with the delivery to tenants, copies of all statements relating to Overage Rent for a period prior to the Closing. Purchaser shall bill ▇▇▇ants for Overage Rent for accounting periods prior to the Closing in accordance with and on the basis of such information furnished by Seller, which information shall be true and accurate to the best of Seller's knowledge. (c) Overage Rent in respect of the accounting period in which the Closing occurs shall when received be apportioned between Seller Owner and Purchaser the Company as of 11:59 p.m. P.M. of the day preceding the Closing Date, with Seller receiving . Owner shall be entitled to receive the proportion of such Overage Rent (less a like portion of any reasonable costs and expenses (including reasonable counsel fees) incurred in the collection of such Overage Rent) ), that the portion of such accounting period prior to the Closing Date bears to the entire such accounting period, and Purchaser receiving . The Company shall be entitled to receive the proportion of such Overage Rent (less a like portion of any reasonable costs and expenses (including reasonable counsel fees) incurred in the collection of such Overage Rent) that the portion of such accounting period from and after the Closing Date bears to the entire such accounting period. If, prior to the Closing, Seller Owner shall receive any installments of Overage Rent attributable to Overage Rent for periods from and after the Closing Date, such sum shall be apportioned credited against the Cash Balance payable by the Company at the Closing. IfAs to Overage Rent in respect of an accounting period that shall have expired prior to the Closing, but which shall be paid after the Closing, Purchaser the Company agrees that it will pay the entire amount over to Owner upon receipt thereof, less the Company's reasonable costs of collection reasonably allocable thereto. The Company agrees that it shall receive promptly render bills for any installments Overage Rent in respect of an accounting period that shall have expired prior to Closing but which shall be payable after the Closing, and use commercially reasonable efforts in the collection of Overage Rent attributable Rent, provided, however, that the Company shall have no obligation to commence any legal actions or proceedings to collect any such Overage Rent. Owner shall furnish to the Company all information relating to the period prior to the Closing that is reasonably necessary for the billing of such Overage Rent. The Company shall deliver to Owner, concurrently with the delivery to Tenant, copies of all statements relating to Overage Rent for periods prior to the Closing, such sum (less any costs and expenses (including reasonable counsel fees) incurred by Purchaser in the collection of such Overage Rent) shall be paid by Purchaser to Seller promptly after Purchaser receives payment thereof. (d) Any payment by a tenant on account of Overage Rent (to the extent not applied against Fixed Rent due and payable by such tenant in accordance with Section 4.1(b) above) shall be applied to Overage Rent then due and payable in the following order of priority, (i) first, in payment of Overage Rent for the accounting period preceding the accounting period in which the Closing Date occurs and (ii) second, in payment of Overage Rent for the accounting period in which the Closing Date occurs, in the chronological order in which such payments are due for such accounting period pursuant to the applicable lease. (e) To the extent that any portion of the Overage Rent is required to be paid monthly or on another periodic basis, by tenants Tenant on account of estimated amounts for any the current period, and at the end of each calendar year (or, if applicable, any at the end of each lease year or tax year or any other applicable accounting period), and at the end of such calendar year (or lease year, tax year or other applicable accounting period, as the case may be), 15 such estimated amounts are to be recalculated based upon the actual expenses, taxes and other relevant factors for that calendar (lease or tax) year or other applicable accounting periodyear, with the appropriate adjustments being made with such tenantsTenant, then such portion of the Overage Rent paid shall be prorated between Seller Owner and Purchaser the Company at the Closing Closing, based on such estimated payments (i.e., with Seller Owner entitled to retain all monthly or and other periodic installments of such amounts paid with respect to periods prior to the calendar month or other applicable installment relevant period in which the Closing Date occurs, Seller Owner to pay to Purchaser the Company at the Closing all monthly or other periodic relevant period installments of such amounts theretofore received by Seller paid with respect to periods following the calendar month or other applicable installment relevant period in which the Closing occurs and Seller Owner and Purchaser to the Company shall apportion as of the Closing Date all monthly or other periodic installments of such amounts with respect to the calendar month or other applicable installment period in which the Closing occurs). At ) and at the time(s) of final calculation and collection from (or refund to) each tenant Tenant of the amounts in reconciliation of actual Overage Rent for a period for which estimated amounts paid by such tenant have been prorated, there shall be a re-proration reproration between Seller Owner and Purchaser. Ifthe Company, with respect the net credit resulting from such reproration being payable to any tenantthe appropriate party (i.e., to Owner if the recalculated Overage Rent exceeds amounts exceed the estimated amount paid by such tenant, (i) amounts and to the portion of the excess actually received by Purchaser shall be paid by Purchaser to Seller, Company if the accounting period for which such recalculation was made expired prior to the Closing and (ii) such excess shall be apportioned between Seller and Purchaser as of the Closing Date (on the basis described in the first sentence of Section 4.2(c) above), if the Closing occurred during the accounting period for which such recalculation was made, with Purchaser paying to Seller the portion of such excess which Seller is so entitled to receive. If, with respect to any tenant, the recalculated Overage Rent is amounts are less than the estimated amount paid by such tenant, (1) the entire shortfall shall be paid by Seller to Purchaser (or, at Seller's option, directly to the tenant in questionamounts), if the accounting period for which such recalculation was made expired prior to the Closing and (2) such shortfall shall be apportioned between Seller and Purchaser as of the Closing Date (on the basis described in the first sentence of Section 4.2(c) above), if the Closing occurred during the accounting period for which such recalculation was made, with Seller paying to Purchaser (or, at Seller's option, directly to the tenant in question) the portion of such shortfall so allocable to Seller. (f) Until such time as all amounts required to be paid to Seller by Purchaser pursuant to Section 4.1 and this Section 4.2 shall have been paid in full, Purchaser shall furnish to Seller not less frequently than every sixty (60) days, a reasonably detailed accounting of such amounts payable by Purchaser, which accounting shall be delivered to Seller on or prior to the 15th day following the last day of each calendar month from and after the calendar month in which the Closing occurs. Seller shall have the right from time to time following the Closing, on prior notice to Purchaser, during ordinary business hours on Business Days, to review Purchaser's rental records with respect to the Units to ascertain the accuracy of such accountings.

Overage Rent. (a) With respect to Any of the following charges and/or rents provided for by any Lease that provides for Space Lease: (i) the payment of additional rent based upon a percentage of the tenantTenant's business during a specified annual or other period (sometimes referred to as "percentage rent"), (ii) so-called common area maintenance or "camCAM" charges or charges, (iii) so-called "escalation rent" or additional rent based upon, among other things, upon increases in real estate taxes or taxes, operating expenses or expenses, labor costs or costs, cost of living or portliving, p▇▇▇▇▇'▇ ▇▇▇es wages, or otherwise other index including the consumer price index or otherwise, or (such percentage iv) any other items of additional rent, cam e.g., charges for electricity, ---- water, cleaning, overtime services, sundries and/or miscellaneous charges, escalation rent and additional rent being collectively called "OVERAGE RENT"), such Overage Rent shall be adjusted and prorated on an if, as and when collected basisbasis (such percentage rent, CAM charges, escalation rent and other additional rent being collectively called "Overage Rent"). (bi) As Purchaser agrees that as to any Overage Rent in respect of an for accounting period that shall have expired periods prior to the Closing but which shall that are to be paid after the Closing, Purchaser agrees that it will to pay the entire amount over to Seller upon receipt thereof, less any costs of collection (including reasonable counsel attorneys' fees) reasonably allocable thereto. Purchaser agrees that it shall will (i) promptly render bills for any such Overage Rent in respect of an accounting period that shall have expired prior to the Closing but which shall be paid after the ClosingRent, (ii) bill b▇▇▇ants ▇ Tenants such 14 Overage Rent attributable to an accounting period that shall have expired prior to the Closing on a monthly basis for a period of six (6) consecutive months thereafter thereafter, and (iii) bill ▇▇▇ants use commercially reasonable efforts to collect such Overage Rent in the same manner that Purchaser bills tenants for Fixed Rent subsequent to the ClosingRent; provided, -------- however, that Purchaser shall have no obligation to commence any actions or ------- proceedings to collect any such Overage Rent. . (ii) Notwithstanding the foregoing, if Purchaser shall be is unable to collect such Overage Rent, Seller shall have the right, upon prior written notice to Purchaser, to pursue tenants Tenants to collect such delinquencies (including, without limitation, the prosecution of one or more lawsuits), but Seller shall not be entitled to evict (by summary proceedings or otherwise) any such tenantsTenants. Seller shall furnish to Purchaser all information relating to the period prior to the Closing that is reasonably necessary for the billing of such Overage Rent, and Purchaser will deliver to Seller, concurrently with the delivery to tenantsTenants, copies of all statements relating to Overage Rent for a period prior to the Closing. Purchaser shall bill b▇▇▇ants ▇ Tenants for Overage Rent for accounting periods prior to the Closing in accordance with and on the basis of such information furnished by Seller, which information shall be true and accurate to the best of Seller's knowledge. (c) Overage Rent in respect of the for an accounting period in which the Closing Date occurs shall be apportioned between Seller and Purchaser as of 11:59 p.m. of the day preceding the Closing Adjustment Date, with Seller receiving the proportion of such Overage Rent (less a like portion of any costs and expenses (including reasonable counsel attorneys' fees) incurred in the collection of such Overage Rent) Rent that the portion of such accounting period prior to the Closing Date bears to the such entire such accounting period, and Purchaser receiving the proportion of such Overage Rent (less a like portion of any costs and expenses (including reasonable counsel attorneys' fees) incurred in the collection of such Overage Rent) Rent that the portion of such accounting period from and after the Closing Date bears to the such entire such accounting period. If, prior to the Closing, Seller shall receive any installments of Overage Rent attributable to Overage Rent for periods from and after the Closing Date, such sum shall be apportioned at the Closing. If, after the Closing, Purchaser shall receive any installments of Overage Rent attributable to Overage Rent for periods prior to the Closing, such sum (less any costs and expenses (including reasonable counsel s▇▇▇' fees) incurred by Purchaser in the collection of such Overage Rent) Rent shall be paid by Purchaser to Seller promptly after Purchaser receives payment thereof. (d) Any payment by a tenant Tenant on account of Overage Rent (to the extent not applied against Fixed Rent Rents due and payable owing by such tenant Tenant in accordance with Section 4.1(b13.1.1 (b) abovehereof) shall be applied to Overage Rent then due and payable in the following order of priority, : (i) first, in payment of Overage Rent for the accounting period preceding the accounting period in which the Closing Date occurs and (ii) second, in payment of Overage Rent for the accounting period in which the Closing Date occurs; (ii) second, in payment of Overage Rent for the accounting period immediately preceding the accounting period in which the Closing Date occurs; and (iii) third, in payment of Overage Rent for the accounting period immediately succeeding the accounting period in which the Closing Date occurs, and (iv) thereafter in the chronological order in which such payments are due for each such accounting period pursuant to the applicable leaseSpace Lease. (e) To the extent that any portion of Overage Rent is required to be paid monthly by tenants Tenants, on account of estimated amounts for any calendar year (or, if applicable, any lease year or tax Space Lease year or any other applicable accounting period), and at the end of such calendar year (or lease year, tax Space Lease year or other applicable accounting period, as the case may be), 15 such estimated amounts are to be recalculated based upon the actual expenses, taxes and other relevant factors for that calendar (lease or tax) year, Space Lease year or other applicable accounting period, with the appropriate adjustments being made with such tenantsTenants, then such portion of the Overage Rent shall be prorated between Seller and Purchaser at the Closing based on such estimated payments (i.e., with Seller entitled to retain all monthly or other periodic ---- installments of such amounts paid with respect to periods prior to the calendar month or other applicable installment period in which the Closing occurs, ; Seller to pay to Purchaser at the Closing all monthly or other periodic installments of such amounts theretofore received by oy Seller with respect to periods following the calendar month or other applicable installment period in which the Closing occurs occurs, and Seller and Purchaser to apportion as of the Closing Date all monthly or other periodic installments of such amounts with respect to the calendar month or other applicable installment period in which the Closing occurs). At the time(s) of final calculation and collection from (or refund to) each tenant Tenant of the amounts in reconciliation of actual Overage Rent for a period for which estimated amounts paid by such tenant Tenant have been prorated, there shall be a re-proration between Seller and Purchaser. If, with respect to any tenantTenant, the recalculated Overage Rent exceeds the estimated amount paid by such tenantTenant, (i) the portion of the entire excess actually received by Purchaser shall be paid by Purchaser to Seller, if the accounting period for which such recalculation was made expired prior to the Closing Closing, and (ii) such excess shall be apportioned between Seller and Purchaser as of the Closing Date (on the basis described in the first sentence of Section 4.2(c13.1.2(c) abovehereof), if the Closing occurred during the accounting period for which such recalculation was made, with Purchaser paying to Seller the portion of such excess which Seller is so entitled to receive. If, with respect to any tenantTenant, the recalculated Overage Rent is less than the estimated amount paid by such tenantTenant, (1) the entire shortfall shall be paid by Seller to Purchaser (or, at Seller's option, directly to the tenant Tenant in question), if the accounting period for which such recalculation was made expired prior to the Closing Closing, and (2) such shortfall shall be apportioned between Seller and Purchaser as of the Closing Date (on the basis described in the first sentence of Section 4.2(c13.1.2(c) abovehereof), if the Closing occurred during the accounting period for which such recalculation was made, with Seller paying to Purchaser (or, at Seller's option, directly to the tenant Tenant in question) the portion of such shortfall so allocable to Seller. (f) Until such time as all amounts required to be paid to Seller by Purchaser pursuant to Section 4.1 13.1.1 and this Section 4.2 shall have been 13.1.2 are paid in full, but in no event for a period longer than twelve (12) months following the Closing, Purchaser shall furnish to Seller Seller, not less frequently than every sixty (60) daysmonthly, a reasonably detailed accounting of such amounts payable owed by Purchaser, ; which accounting shall be delivered to Seller on or prior to the 15th fifteenth day following the last day of each calendar month from and after the calendar month in which the Closing occurs. Seller shall have the right from time Subsequent to time following the Closing, on prior Seller shalrior written notice to Purchaser, during ordinary business hours on Business Days, to review Purchaser's rental records with respect to the Units Property during ordinary business hours on Business Days, to ascertain the accuracy of such accountings.