Common use of Overage Rents Clause in Contracts

Overage Rents. Overage Rents shall be separately prorated as of the Adjustment Time in the manner provided in this Section 6.4.3. Such proration shall be made on a Tenant Lease-by-Tenant Lease basis and shall be based upon the total annual Overage Rents due under each Tenant Lease for the calendar year or the appropriate fiscal year as applicable under such Tenant Lease. The actual fiscal year for Overage Rents under each Tenant Lease during which the Closing occurs is hereinafter referred to as the "Applicable Overage Rent Year." Non-delinquent Overage Rent collections for the month in which Closing occurs shall be prorated in the same manner as other Rents. Subject to the preceding sentence, to the extent a Tenant makes advance monthly installments or other interim payments on account of projected Overage Rents, Contributors shall initially retain all such advance monthly installments or other interim payments of projected Overage Rents received by Property Owner or Property Owner's Property Manager on or prior to the Closing Date and CBL/OP shall initially retain all such advance monthly installments or other interim payments of projected Overage Rents received by CBL/OP following Closing. Upon the expiration of the Applicable Overage Rent Year and the determination of the actual Overage Rents due for the Applicable Overage Rent Year, CBL/OP and Contributors shall prorate the Overage Rents for the Applicable Overage Rents Year as follows: (a) Contributors shall be entitled to the portion of the total annual Overage Rents due from each Tenant for the Applicable Overage Rent Year equal to the product obtained by multiplying such total annual Overage Rents by a fraction, the numerator of which fraction is the total amount of Operating Expenses incurred by Property Owner and the Company which are to be reimbursed by Tenants through Overage Rent for the portion of the Applicable Overage Rent Year preceding the Adjustment Time and the denominator of which fraction is the total amount of Operating Expenses incurred by Property Owner and the Company which are to be reimbursed by Tenants through Overage Rent for the Applicable Overage Rent Year; and

Overage Rents. Overage rents to be prorated hereunder ("Overage Rents") shall include, but not be limited to, percentage rents (other than those described in subparagraph (c) above), consumer price index escalation payments, other similar rental payments in excess of fixed, minimum and base rents under the Leases, and other payments related to the occupancy or use of the Real Property or Personal Property, whether finally determined before or after the expiration of the fiscal years under various Leases. Seller shall be entitled to Overage Rents which are due or past due or not yet due but accrued under the term of the Leases, prior to, and prorated as of the Closing Date. Purchaser shall be entitled to all Overage Rents accruing and prorated from and after the Closing Date. Overage Rents shall be separately prorated as under each Lease on the basis of the Adjustment Time fiscal year set forth in each Lease for the payment of Overage Rents. The foregoing notwithstanding, with the exception of Overage Rents due and payable in the manner month in which the Closing Date occurs, which shall be credited to Purchaser and Seller as described below, Overage Rents shall not be credited at Closing, but shall instead be adjusted and paid, subject to collection from tenants, at the year-end adjustment described below. All interim Overage Rent payments made before the Closing Date shall be retained by Seller until year-end adjustment as provided in this Section 6.4.36.2(d) and determination of Seller's and Purchaser's allocable share thereof. Such proration shall be made on a Tenant Lease-by-Tenant Lease basis and shall be based upon the total annual Overage Rents due under each Tenant Lease for the calendar year or the appropriate fiscal year as applicable under such Tenant Lease. The actual fiscal year for Overage Rents under each Tenant Lease during which the Closing occurs is hereinafter referred to as the "Applicable Overage Rent Year." Non-delinquent Overage Rent collections for the month in which the Closing Date occurs shall be prorated as between Seller and Purchaser based upon the number of days in the same manner as other Rentsmonth occurring before the Closing Date. Subject Purchaser shall be entitled to a credit at Closing for Purchaser's share of all Overage Rent due in the preceding sentence, to month in which the extent a Tenant makes advance monthly installments or other interim payments on account of projected Overage Rents, Contributors shall initially retain all such advance monthly installments or other interim payments of projected Overage Rents Closing Date occurs and received by Property Owner or Property Owner's Property Manager on or Seller prior to the Closing Date. If any Overage Rent due in the month in which the Closing Date occurs has not been paid as of the Closing Date, Seller shall receive a credit at Closing for its share thereof and CBL/OP Purchaser shall initially retain all receive a credit at Closing for its share thereof, subject in each case to readjustment as described in this Section 6.2(d). If on the Closing Date the amount of any Overage Rent being prorated is not actually known, Seller and Purchaser shall reasonably estimate the amount thereof and such advance monthly installments or other proration shall be based on such estimate, subject to readjustment as provided in this Section 6.2(d). All interim Overage Rent payments made to Purchaser after the Closing Date shall be retained by Purchaser until year-end adjustment as provided in this Section 6.2(d) and determination of projected Seller's and Purchaser's allocable share thereof. Upon final determination of Overage Rents received owed by CBL/OP following Closing. Upon a tenant under its Lease for the expiration fiscal year under that Lease in which the Closing Date occurs, Seller and Purchaser shall adjust between themselves amounts owed for such fiscal year on account of the Applicable Overage Rent Year Rents, and the determination Seller's allocable share of the actual such Overage Rents due for the Applicable Overage Rent Year, CBL/OP and Contributors shall prorate the be equal to an amount determined by multiplying total Overage Rents for the Applicable Overage Rents Year as follows: (a) Contributors shall be entitled to the portion of the total annual Overage Rents due from each Tenant for the Applicable Overage Rent Year equal to the product obtained by multiplying such total annual Overage Rents owed by a fraction, the numerator of which fraction is the total amount number of Operating Expenses incurred by Property Owner and days in such fiscal year before the Company which are to be reimbursed by Tenants through Overage Rent for the portion of the Applicable Overage Rent Year preceding the Adjustment Time Closing Date, and the denominator of which fraction is the total amount number of Operating Expenses incurred by Property Owner and the Company which are days in such fiscal year. Further, all such allocations shall be adjusted to be reimbursed by Tenants through Overage Rent reflect any Leases not in effect for the Applicable full fiscal year. At the end of the fiscal year for each Lease for which Overage Rent YearRents are due from a tenant, Purchaser shall promptly xxxx the amounts due, if necessary. To the extent received by Purchaser under the applicable Lease, Purchaser shall furnish Seller with financial statements indicating the sales and percentage rent figures for each tenant for all relevant periods and Purchaser shall promptly remit to Seller its allocable share, less interim payments previously retained by or credited to Seller, if any; andprovided, however, in no event shall Purchaser be obligated to remit any amounts payable to Seller as provided in this sentence unless actually collected from the applicable tenants. If Seller has retained or been credited amounts in excess of its allocable share, Seller shall, within fifteen (15) days after notice from Purchaser of the excess owed Purchaser, remit such excess to Purchaser. Any Overage Rents with respect to Leases terminated before the Closing Date shall belong entirely to Seller, and Purchaser shall remit to Seller, promptly following receipt, all payments made to Purchaser after the Closing Date on account of such Overage Rents. Any Overage Rents with respect to Leases commencing on or after the Closing Date shall belong entirely to Purchaser.

Overage Rents. Overage Rents rents to be prorated under this Subparagraph 6.C. shall include, but not be limited to, operating expenses and other similar rental payments in excess of fixed, minimum and base rents under the Tenant Leases, whether finally determined before or after the expiration of the fiscal years under various Tenant Leases. Overage rents shall be separately prorated as under each Tenant Lease on the basis of the Adjustment Time fiscal year set forth in the manner provided in this Section 6.4.3. Such proration shall be made on a Tenant Lease-by-Tenant Lease basis and shall be based upon the total annual Overage Rents due under each Tenant Lease for the calendar year or the appropriate fiscal year as applicable under such Tenant Leasepayment of overage rents. The actual fiscal year for Overage Rents under each Tenant Lease during which the Closing occurs is hereinafter referred to as the "Applicable Overage Rent Year." Non-delinquent Overage Rent collections Any interim payments received by either party for the month in which the Closing Date occurs shall be prorated as between Seller and Purchaser based upon the number of days in that month occurring before the same manner as Closing Date, and the party receiving the interim payment shall remit to (if received on or after the Closing Date) or credit (if received before the Closing Date) the other Rentsparty its proportionate share. Subject Upon final determination of overage rents owed by a tenant under its Tenant Lease relating to any fiscal year in which Seller owned the preceding sentenceProperty for all or a portion of such fiscal year, to the extent a Tenant makes advance monthly installments or other interim payments Seller and Purchaser shall adjust between themselves amounts owed for such fiscal year on account of projected Overage Rentsoverage rents, Contributors shall initially retain all and Seller's allocable share of such advance monthly installments or other interim payments of projected Overage Rents received by Property Owner or Property Owner's Property Manager on or prior to the Closing Date and CBL/OP shall initially retain all such advance monthly installments or other interim payments of projected Overage Rents received by CBL/OP following Closing. Upon the expiration of the Applicable Overage Rent Year and the determination of the actual Overage Rents due for the Applicable Overage Rent Year, CBL/OP and Contributors shall prorate the Overage Rents for the Applicable Overage Rents Year as follows: (a) Contributors overage rents shall be entitled equal to the portion of an amount determined by multiplying the total annual Overage Rents due from each Tenant for the Applicable Overage Rent Year equal to the product obtained amount of overage rents owed by multiplying such total annual Overage Rents tenants by a fraction, fraction the numerator of which fraction is the total amount number of Operating Expenses incurred by Property Owner and calendar days in such fiscal year in which Seller owned the Company which are to be reimbursed by Tenants through Overage Rent for the portion of the Applicable Overage Rent Year preceding the Adjustment Time Property, and the denominator of which fraction is the total amount number of Operating Expenses incurred by Property Owner calendar days in such fiscal year. Purchaser shall furnish Seller with financial statements indicating the sales and overage (percentage) rent figures for each tenant for all relevant periods. Within five (5) days after collection thereof, Purchaser shall remit to Seller its allocable share. Any overage rents with respect to Tenant Leases terminated before the Company which are Closing Date shall belong entirely to be reimbursed by Tenants through Overage Rent for Seller, and Purchaser shall remit to Seller all payments made to Purchaser after the Applicable Overage Rent Year; andClosing Date on account of such overage rents. Any overage rents with respect to Tenant Leases commencing on or after the Closing Date shall belong entirely to Purchaser.

Overage Rents. Subject to Section 6.2(j) of this Agreement, Seller shall be entitled to all Overage Rents which are due or past due or not yet due but accrued under the terms of the Leases, prorated to the Closing Date, regardless of when such payments are actually made. “Overage Rents” to be prorated hereunder shall include, but not be limited to, percentage rents, consumer price index escalation payments and other similar rental payments in excess of fixed, minimum and base rents under the Leases, whether finally determined before or after the expiration of the fiscal years under various Leases. Overage Rents shall be separately prorated as under each Lease on the basis of the Adjustment Time fiscal year set forth in each Lease for the manner payment of Overage Rents. The foregoing notwithstanding, Overage Rents shall not be credited at Closing, but shall instead be adjusted and paid, subject to collection from tenants, at the year-end adjustment. Any interim Overage Rent payments made before the Closing Date shall be retained by Seller until year-end adjustment and determination of each party’s allocable share thereof. Any amounts received by Purchaser on or after the Closing Date as interim payments of overage rents shall be retained by Purchaser until year-end adjustment and determination of Seller’s allocable share thereof. Upon final determination of Overage Rents owed by a tenant under its Lease for the fiscal year under that Lease in which the Closing Date occurs, Seller and Purchaser shall adjust between themselves amounts owed for such fiscal year on account of Overage Rents, and Seller’s allocable share of such Overage Rents shall be equal to an amount determined by multiplying total Overage Rents owed by the fraction whose numerator is the number of days in such fiscal year until the Closing Date, and whose denominator is the total number of days in such fiscal year. At the end of the fiscal year for each Lease for which Overage Rents are due from a tenant, Purchaser shall promptly xxxx the amounts due, if necessary. To the extent received by Purchaser under the applicable Lease, Purchaser shall furnish Seller with financial statements indicating the sales and Overage Rent figures for each tenant for all relevant periods. Within fifteen (15) days after collection, Purchaser shall remit to Seller its allocable share, less interim payments previously retained by Seller, if any; provided, however, in no event shall Purchaser be obligated to remit any amounts payable to Seller as provided in this Section 6.4.3sentence unless actually collected from the applicable tenants. Such proration shall be made on a Tenant Lease-by-Tenant Lease basis and shall be based upon If Seller has retained amounts in excess of its allocable share, Seller shall, within fifteen (15) days after notice from Purchaser of the total annual excess owed Purchaser, remit such excess to Purchaser. Any Overage Rents due under each Tenant Lease for the calendar year or the appropriate fiscal year as applicable under such Tenant Lease. The actual fiscal year for Overage Rents under each Tenant Lease during which with respect to Leases terminated before the Closing occurs is hereinafter referred Date shall belong entirely to as Seller, and Purchaser shall remit to Seller all payments made to Purchaser on or after the "Applicable Overage Rent Year." Non-delinquent Overage Rent collections for the month in which Closing occurs shall be prorated in the same manner as other Rents. Subject to the preceding sentence, to the extent a Tenant makes advance monthly installments or other interim payments Date on account of projected such Overage Rents, Contributors shall initially retain all such advance monthly installments or other interim payments of projected . Any Overage Rents received by Property Owner or Property Owner's Property Manager with respect to Leases commencing on or prior to after the Closing Date and CBL/OP shall initially retain all such advance monthly installments or other interim payments of projected Overage Rents received by CBL/OP following Closing. Upon the expiration of the Applicable Overage Rent Year and the determination of the actual Overage Rents due for the Applicable Overage Rent Year, CBL/OP and Contributors shall prorate the Overage Rents for the Applicable Overage Rents Year as follows: (a) Contributors shall be entitled belong entirely to the portion of the total annual Overage Rents due from each Tenant for the Applicable Overage Rent Year equal to the product obtained by multiplying such total annual Overage Rents by a fraction, the numerator of which fraction is the total amount of Operating Expenses incurred by Property Owner and the Company which are to be reimbursed by Tenants through Overage Rent for the portion of the Applicable Overage Rent Year preceding the Adjustment Time and the denominator of which fraction is the total amount of Operating Expenses incurred by Property Owner and the Company which are to be reimbursed by Tenants through Overage Rent for the Applicable Overage Rent Year; andPurchaser.

Overage Rents. The following proration principles shall apply to the proration of overage rents, which shall include percentage rents, consumer price index escalation payments and other similar rental payments in excess of fixed, minimum and base rents under the Leases, whether finally determined before or after the expiration of the relevant fiscal years under the respective Leases. Overage Rents rents shall be separately prorated as under each Lease on the basis of the Adjustment Time fiscal year set forth in the manner provided in this Section 6.4.3. Such proration shall be made on a Tenant Lease-by-Tenant Lease basis and shall be based upon the total annual Overage Rents due under each Tenant such Lease for the calendar year or the appropriate fiscal year as applicable under such Tenant Leasepayment of overage rents. The actual fiscal year for Overage Rents under each Tenant Lease during which All interim overage rent payments made before the Closing occurs is hereinafter referred to as the "Applicable Overage Rent Year." NonDate shall be retained by Seller until year-delinquent Overage Rent collections end adjustment and determination of Seller's allocable share thereof, except that interim payments received by either party for the month in which the Closing Date occurs shall be prorated between Seller and Buyer based upon the number of days in the same manner as other Rents. Subject that month occurring prior to the preceding sentenceClosing Date, and the party receiving the interim payment shall remit to or credit, as the case may be, the other party its proportionate share for such month. All amounts received by Buyer on or after the Closing Date as interim payments of overage rents shall be retained by Buyer until year-end adjustment and determination of Seller's allocable share thereof. Upon final determination of overage rents collected from a tenant for the fiscal year under its Lease in which the Closing Date occurs, Seller and Buyer shall adjust between themselves amounts collected for such fiscal year on account of overage rents, and Seller's allocable share of such overage rents shall be equal to an amount determined by multiplying total overage rents collected for such fiscal year by a fraction whose numerator is the number of days in such fiscal year before the Closing Date, and whose denominator is the total number of days in such fiscal year. Buyer shall furnish Seller with financial statements and work sheets, to the extent a Tenant makes advance monthly installments or other received from the tenant, indicating the sales and percentage rent figures for each tenant for all relevant periods. Within fifteen (15) days after final determination and collection of overage rents collected from any tenant for the fiscal year in which the Closing Date occurs, Buyer shall remit to Seller its allocable share, less interim payments previously retained by Seller, if any. If Seller has retained amounts in excess of its allocable share, Seller, within fifteen (15) days after notice from Buyer of the excess owed Buyer, remit such excess to Buyer. Any overage rents with respect to Leases terminated before the Closing Date shall belong entirely to Seller, and Buyer shall remit to Seller all payments to Buyer after the Closing Date on account of projected Overage Rents, Contributors shall initially retain all such advance monthly installments or other interim payments of projected Overage Rents received by Property Owner or Property Owner's Property Manager overage rents. Any overage rents with respect to Leases commencing on or prior to after the Closing Date and CBL/OP shall initially retain all such advance monthly installments or other interim payments of projected Overage Rents received by CBL/OP following Closingbelong entirely to Buyer. Upon the expiration of the Applicable Overage Rent Year and the determination of the actual Overage Rents due for the Applicable Overage Rent Year, CBL/OP and Contributors shall prorate the Overage Rents for the Applicable Overage Rents Year as follows: (a) Contributors shall be entitled If any overage rents are collected subsequent to the portion of the total annual Overage Rents due from each Tenant for the Applicable Overage Rent Year equal year-end reconciliation between Buyer and Seller which are allocable to the product obtained by multiplying such total annual Overage Rents by a fractionyear in which Closing occurs, the numerator of which fraction is party collecting such amount shall immediately pay to the total amount of Operating Expenses incurred by Property Owner and the Company which are to be reimbursed by Tenants through Overage Rent for the portion of the Applicable Overage Rent Year preceding the Adjustment Time and the denominator of which fraction is the total amount of Operating Expenses incurred by Property Owner and the Company which are to be reimbursed by Tenants through Overage Rent for the Applicable Overage Rent Year; andother party its allocable share.