Common use of Percentage Rents Clause in Contracts

Percentage Rents. Any percentage rents due or paid under any of the Leases (“Percentage Rent”) shall be prorated between Purchaser and Seller outside of escrow as of the Closing Date on a LeaseBbyBLease basis, as follows; (a) Seller shall be entitled to receive the portion of the Percentage Rent under each Lease for the Lease Year in which Closing occurs, which portion shall be the ratio of the number of days of said Lease Year in which Seller was Landlord under the Lease to the total number of days in the Lease Year, and (b) Purchaser shall receive the balance of Percentage Rent paid under each Lease for the Lease Year. As used herein, the term “Lease Year” means the twelve (12) month period as to which annual Percentage Rent is owed under each Lease. Upon receipt by either Seller or Purchaser of any gross sales reports (“Gross Sales Reports”) and any full or partial payment of Percentage Rent from any tenant of the Property, the party receiving the same shall provide to the other party a copy of the Gross Sales Report and a check for the other party’s proBrata share of the Percentage Rent within five (5) days of the receipt thereof. In the event that the tenant only remits a partial payment, then the amount to be remitted to the other party shall be its proBrata share of the partial payment. Nothing contained herein shall be deemed or construed to require either Purchaser or Seller to pay to the other party its proBrata share of the Percentage Rent prior to receiving the Percentage Rent from the tenant, and the acceptance or negotiation of any check for Percentage Rent by either party shall not be deemed a waiver of that party’s right to contest the accuracy or amount of the Percentage Rent paid by the tenant.

Percentage Rents. Any percentage Percentage rents due or paid under any of the Leases (“Percentage RentRents”) actually collected for the month in which the Close of Escrow occurs shall be prorated between Purchaser and Seller outside of escrow as of the Closing Date on Date. Percentage Rents due after the Close of Escrow shall not be prorated; provided, however, after Buyer has completed any reconciliation of actual Percentage Rents payable and estimated Percentage Rents paid by the subject tenants, and all reconciled amounts have been paid, a LeaseBbyBLease basisreconciliation shall be made between Seller and Buyer with regard to such Percentage Rents. Pursuant to such reconciliation, as follows; (a) Seller and Buyer shall be entitled to receive the portion their proportionate share of the all Percentage Rent under each Lease Rents paid for the subject fiscal Lease Year year used to calculate each tenant’s Percentage Rents (less any out-of-pocket costs incurred in which Closing occurscollecting said amounts, which portion shall be the ratio of belong to Buyer) based on the number of days of said Lease Year in which such fiscal year Seller was Landlord under and Buyer owned the Lease to the total number of days in the Lease Year, Property (and (b) Purchaser shall receive the balance adjusted for any amount of Percentage Rent paid under each Lease for the Lease Yearprorated at Closing or received by Seller or Buyer). As used hereinin this paragraph, the term “Lease YearPercentage Rents” means the twelve (12) month period as to which annual shall not include and shall have deducted from such Percentage Rent amount any “base” or “minimum” rent component which is owed under payable each Leasemonth (regardless of actual sales), which “base” or “minimum” rent component shall be prorated or otherwise handled in the manner provided in this Agreement. Upon receipt by either Seller or Purchaser Buyer will make reasonable efforts, without suit, to collect all Percentage Rents payable after the Close of any gross sales reports (“Gross Sales Reports”) Escrow and any full or partial relating to the period prior to the Close of Escrow, and all Percentage Rents which are delinquent as of the Close of Escrow, including, without limitation, sending to tenants bills for the payment of the same. Seller may pursue collection of all Percentage Rent from any tenant Rents payable after the Close of Escrow and relating to the period prior to the Close of Escrow and all Percentage Rents which are delinquent as of the PropertyClose of Escrow, the party receiving the same provided that Seller shall provide to the other party a copy of the Gross Sales Report and a check for the other party’s proBrata share of the Percentage Rent within five (5) days of the receipt thereof. In the event that the tenant only remits a partial payment, then the amount to be remitted to the other party shall be its proBrata share of the partial payment. Nothing contained herein shall be deemed or construed to require either Purchaser or Seller to pay to the other party its proBrata share of the Percentage Rent prior to receiving the Percentage Rent from the tenant, and the acceptance or negotiation of any check for Percentage Rent by either party shall not be deemed a waiver of that party’s have no right to contest the accuracy terminate any Lease or amount of the Percentage Rent paid by the any tenant’s occupancy under any Lease in connection therewith.

Percentage Rents. Any percentage rents due Percentage rent or paid overage rent (collectively, “Percentage Rents”) under any of the Leases (“Percentage Rent”) shall be prorated between Purchaser Buyer and Seller outside of escrow as of the Closing Date on a LeaseBbyBLease basis, as follows; (a) lease by lease basis with Seller shall be entitled to receive the portion of the total Percentage Rent paid under each Lease for the “Lease Year” in which the Close of Escrow occurs (the “Subject Lease Year”) which is in the same ratio to total Percentage Rent paid with respect to such Subject Lease Year in which Closing occurs, which portion shall be under the subject Lease as the ratio of (i) the number of days of said Subject Lease Year in which Seller was Landlord the landlord under the subject Lease to (ii) the total number of days in the said Subject Lease Year, and (b) Purchaser . Buyer shall receive be entitled to the balance of Percentage Rent paid under each Lease for with respect to the Subject Lease Year. As used herein, the term “Lease Year” means the twelve (12) month period as to which annual Percentage Rent is owed under each Lease. Upon receipt The foregoing proration shall be made as follows on a lease by either lease basis: (i) subject to the balance of this Paragraph 9(b)(ii), Seller or Purchaser of any gross sales reports (“Gross Sales Reports”) and any full or partial payment of shall retain all Percentage Rent from any tenant payments received by it on and prior to the Close of Escrow and Buyer shall retain all Percentage Rent payments received by it after the Close of Escrow; (ii) as promptly as possible after the date of the PropertyClose of Escrow, the party receiving the same Seller shall provide deliver to Buyer a statement of all Percentage Rent collected by Seller with respect to the other party Subject Lease Year, if any, on a lease by lease basis along with a copy of the Gross Sales Report Percentage Rent invoices and sales reports which support such collections, (iii) for each Lease, not later than forty-five (45) days after the date the last Percentage Rent payment with respect to the Subject Lease Year is due, Buyer shall deliver to Seller a check statement of all Percentage Rent owed, collected or deemed collectable by Buyer, along with a copy of the annual reconciliation of Percentage Rent owed for the other party’s proBrata share Subject Lease Year and the related sales information backup; and, (iv) for each Lease, within fifteen (15) days after the date the statement and reconciliation described in clause (iii) above is delivered to Seller, Buyer shall pay to Seller or Seller shall pay to Buyer, whichever is applicable, the positive difference, if any, between (a) the total Percentage Rental collected by such party with respect to such Lease for the Subject Lease Year and (b) the product of (y) the average daily Percentage Rental received with respect to such Lease for the Subject Lease Year after taking into account the annual reconciliation and (z) the actual number of days such party was the owner of the Property during the Subject Lease Year. If Percentage Rent within five is thereafter collected by Buyer from delinquent tenants, Buyer shall promptly pay to Seller a portion thereof which is equal to the ratio of (5i) the number of days of the receipt thereof. In Subject Lease Year in which Seller was the event that landlord, to (ii) the tenant only remits a partial payment, then total number of days in the amount to be remitted to the other party shall be its proBrata share of the partial payment. Nothing contained herein shall be deemed or construed to require either Purchaser or Seller to pay to the other party its proBrata share of the Percentage Rent prior to receiving the Percentage Rent from the tenant, and the acceptance or negotiation of any check for Percentage Rent by either party shall not be deemed a waiver of that party’s right to contest the accuracy or amount of the Percentage Rent paid by the tenantSubject Lease Year.

Percentage Rents. Any percentage Percentage rents due or paid under any ("PERCENTAGE RENTS") actually collected for the month in which the Close of the Leases (“Percentage Rent”) Escrow occurs shall be prorated between Purchaser and Seller outside of escrow as of the Closing Date on Date. Percentage Rents due after the Close of Escrow shall not be prorated; provided, however, after Buyer has completed any reconciliation of actual Percentage Rents payable and estimated Percentage Rents paid by the subject tenant, and all reconciled amounts have been paid, a LeaseBbyBLease basisreconciliation shall be made between Seller and Buyer with regard to such Percentage Rents. Pursuant to such reconciliation, as follows; (a) Seller and Buyer shall be entitled to receive the portion their proportionate share of the all Percentage Rent under each Lease Rents paid for the subject fiscal Lease Year year used to calculate each tenant's Percentage Rents (less any out-of-pocket costs incurred in which Closing occurscollecting said amounts, which portion shall be the ratio of belong to Buyer) based on the number of days of said such fiscal year Seller and Buyer owned the Property (and adjusted for any amount of Percentage Rent prorated at Closing or received by Seller or Buyer). As used in this paragraph, the term "Percentage Rents" shall not include and shall have deducted from such Percentage Rent amount any "base" or "minimum" rent component which is payable each month (regardless of actual sales), which "base" or "minimum" rent component shall be prorated or otherwise handled in the manner provided in this Agreement. Buyer will make reasonable efforts, without suit, to collect all Percentage Rents payable after the Close of Escrow and relating to the period prior to the Close of Escrow, and all Percentage Rents which are delinquent as of the Close of Escrow, including, without limitation, sending to the tenant bills for the payment of the same. Seller may pursue collection of all Percentage Rents payable after the Close of Escrow and relating to the period prior to the Close of Escrow and all Percentage Rents which are delinquent as of the Close of Escrow, provided that Seller shall have no right to terminate the Lease Year in which Seller was Landlord or the tenant's occupancy under the Lease to the total number of days in the Lease Year, and (b) Purchaser shall receive the balance of Percentage Rent paid under each Lease for the Lease Year. As used herein, the term “Lease Year” means the twelve (12) month period as to which annual Percentage Rent is owed under each Lease. Upon receipt by either Seller or Purchaser of any gross sales reports (“Gross Sales Reports”) and any full or partial payment of Percentage Rent from any tenant of the Property, the party receiving the same shall provide to the other party a copy of the Gross Sales Report and a check for the other party’s proBrata share of the Percentage Rent within five (5) days of the receipt thereof. In the event that the tenant only remits a partial payment, then the amount to be remitted to the other party shall be its proBrata share of the partial payment. Nothing contained herein shall be deemed or construed to require either Purchaser or Seller to pay to the other party its proBrata share of the Percentage Rent prior to receiving the Percentage Rent from the tenant, and the acceptance or negotiation of any check for Percentage Rent by either party shall not be deemed a waiver of that party’s right to contest the accuracy or amount of the Percentage Rent paid by the tenantconnection therewith.

Percentage Rents. Any percentage Percentage rents due or paid under any of the Leases (“Percentage RentRents”) actually collected for the month in which the Close of Escrow occurs shall be prorated between Purchaser and Seller outside of escrow as of the Closing Date on Date. Percentage Rents due after the Close of Escrow shall not be prorated. Nevertheless, after Purchaser has completed any reconciliation of actual Percentage Rents payable and estimated Percentage Rents paid by tenants, and all reconciled amounts have been paid by tenants, a LeaseBbyBLease basisreconciliation shall be made between Seller and Purchaser with respect to such Percentage Rents. Pursuant to such reconciliation, as follows; (a) Seller and Purchaser shall each be entitled to receive the portion its proportionate share of the all Percentage Rent under each Lease Rents paid for the subject Lease Year year used to calculate each tenant’s Percentage Rents (less any out-of-pocket costs incurred in which Closing occurscollecting said amounts, which portion shall be the ratio of belong to Purchaser) based on the number of days of said Lease Year in such year during which Seller was Landlord under and Purchaser owned the Lease to the total number of days in the Lease Year, Property (and (b) Purchaser shall receive the balance adjusted for any amount of Percentage Rent paid under each Lease for the Lease Yearprorated at Close of Escrow or received by Seller or Purchaser). As used hereinin this section, the term “Lease YearPercentage Rents” means the twelve (12) month period as to which annual shall not include and shall have deducted from such Percentage Rent amount any “base” or “minimum” rent component which is owed under payable each Leasemonth (regardless of actual sales), “base” or “minimum” rent component shall be prorated or otherwise handled in the manner provided in this Agreement. Upon receipt by either Seller or Purchaser shall make reasonable efforts, without suit, to collect all Percentage Rents payable after the Close of any gross sales reports (“Gross Sales Reports”) Escrow and any full or partial relating to the period before the Close of Escrow, and all Percentage Rents which are delinquent as of the Close of Escrow, including, without limitation, sending to tenants bills for the payment of the same. Seller may pursue collection of all Percentage Rent from any tenant Rents payable after the Close of Escrow and relating to the period before the Close of Escrow and all Percentage Rents which are delinquent as of the PropertyClose of Escrow, the party receiving the same although Seller shall provide to the other party a copy of the Gross Sales Report and a check for the other party’s proBrata share of the Percentage Rent within five (5) days of the receipt thereof. In the event that the tenant only remits a partial payment, then the amount to be remitted to the other party shall be its proBrata share of the partial payment. Nothing contained herein shall be deemed or construed to require either Purchaser or Seller to pay to the other party its proBrata share of the Percentage Rent prior to receiving the Percentage Rent from the tenant, and the acceptance or negotiation of any check for Percentage Rent by either party shall not be deemed a waiver of that party’s have no right to contest the accuracy terminate any Lease or amount of the Percentage Rent paid by the any tenant’s occupancy under any Lease in connection therewith.

Percentage Rents. Any percentage Percentage rents due or paid under any of the Leases (“Percentage RentRents”) actually collected for the month in which the Close of Escrow occurs shall be prorated between Purchaser and Seller outside of escrow as of the Closing Date on Date. Percentage Rents due after the Close of Escrow shall not be prorated; provided, however, after any Buyer has completed any reconciliation of actual Percentage Rents payable and estimated Percentage Rents paid by the subject tenants, and all reconciled amounts have been paid, a LeaseBbyBLease basisreconciliation shall be made between Seller and Buyer with regard to such Percentage Rents. Pursuant to such reconciliation, as follows; (a) Seller and Buyer shall be entitled to receive the portion their proportionate share of the all Percentage Rent under each Lease Rents paid for the subject fiscal Lease Year year used to calculate each tenant’s Percentage Rents (less any out-of-pocket costs incurred in which Closing occurscollecting said amounts, which portion shall be the ratio of belong to Buyer) based on the number of days of said Lease Year in which such fiscal year Seller was Landlord under and Buyer owned the Lease to the total number of days in the Lease Year, ACTIVE 31157768v21 ‑19‑ Property (and (b) Purchaser shall receive the balance adjusted for any amount of Percentage Rent paid under each Lease for the Lease Yearprorated at Closing or received by Seller or Buyer). As used hereinin this paragraph, the term “Lease YearPercentage Rents” means the twelve (12) month period as to which annual shall not include and shall have deducted from such Percentage Rent amount any “base” or “minimum” rent component which is owed under payable each Leasemonth (regardless of actual sales), which “base” or “minimum” rent component shall be prorated or otherwise handled in the manner provided in this Agreement. Upon receipt by either Seller or Purchaser Buyer will make reasonable efforts, without suit, to collect all Percentage Rents payable after the Close of any gross sales reports (“Gross Sales Reports”) Escrow and any full or partial relating to the period prior to the Close of Escrow, and all Percentage Rents which are delinquent as of the Close of Escrow, including, without limitation, sending to tenants bills for the payment of the same. Seller may pursue collection of all Percentage Rent from any tenant Rents payable after the Close of Escrow and relating to the period prior to the Close of Escrow and all Percentage Rents which are delinquent as of the PropertyClose of Escrow, the party receiving the same provided that Seller shall provide to the other party a copy of the Gross Sales Report and a check for the other party’s proBrata share of the Percentage Rent within five (5) days of the receipt thereof. In the event that the tenant only remits a partial payment, then the amount to be remitted to the other party shall be its proBrata share of the partial payment. Nothing contained herein shall be deemed or construed to require either Purchaser or Seller to pay to the other party its proBrata share of the Percentage Rent prior to receiving the Percentage Rent from the tenant, and the acceptance or negotiation of any check for Percentage Rent by either party shall not be deemed a waiver of that party’s have no right to contest the accuracy terminate any Lease or amount of the Percentage Rent paid by the any tenant’s occupancy under any Lease in connection therewith.

Percentage Rents. Any percentage Percentage rents due or paid under any of the Leases (“Percentage RentRents”) actually collected for the month in which the Close of Escrow occurs shall be prorated between Purchaser and Seller outside of escrow as of the Closing Date on Date. Percentage Rents due after the Close of Escrow shall not be prorated; provided, however, after Buyer has completed any reconciliation of actual Percentage Rents payable and estimated Percentage Rents paid by the subject tenants, and all reconciled amounts have been paid, a LeaseBbyBLease basisreconciliation shall be made between Seller and Buyer with regard to such Percentage Rents. Pursuant to such reconciliation, as follows; (a) Seller and Buyer shall be entitled to receive the portion their proportionate share of the all Percentage Rent under each Lease Rents paid for the subject fiscal Lease Year year used to calculate each tenant’s Percentage Rents (less any out-of-pocket costs incurred in which Closing occurscollecting said amounts, which portion shall be the ratio of belong to Buyer) based on the number of days of said Lease Year in which such fiscal year Seller was Landlord under and Buyer owned the Lease to the total number of days in the Lease Year, Property (and (b) Purchaser shall receive the balance adjusted for any amount of Percentage Rent paid under each Lease for the Lease Yearprorated at Closing or received by Seller or Buyer). As used hereinin this paragraph, the term “Lease YearPercentage Rents” means shall not include and shall have deducted from such Percentage Rent amount any “base” or “minimum” rent component which is payable each month (regardless of actual sales), which “base” or “minimum” rent component shall be prorated or otherwise handled in the twelve manner provided in this Agreement. Buyer will make reasonable efforts, without suit, to collect all Percentage Rents payable after the Close of Escrow and relating to the period prior to the Close of Escrow, and all Percentage Rents which are delinquent as of the Close of Escrow, including, without limitation, sending to tenants bills for the payment of the same during the first six (126) month period following the Closing Date. Seller may pursue collection of all Percentage Rents payable after the Close of Escrow and relating to the period prior to the Close of Escrow and all Percentage Rents which are delinquent as to which annual Percentage Rent is owed under each Lease. Upon receipt by either Seller or Purchaser of any gross sales reports (“Gross Sales Reports”) and any full or partial payment of Percentage Rent from any tenant of the PropertyClose of Escrow, the party receiving the same provided that Seller shall provide to the other party a copy of the Gross Sales Report and a check for the other party’s proBrata share of the Percentage Rent within five (5) days of the receipt thereof. In the event that the tenant only remits a partial payment, then the amount to be remitted to the other party shall be its proBrata share of the partial payment. Nothing contained herein shall be deemed or construed to require either Purchaser or Seller to pay to the other party its proBrata share of the Percentage Rent prior to receiving the Percentage Rent from the tenant, and the acceptance or negotiation of any check for Percentage Rent by either party shall not be deemed a waiver of that party’s have no right to contest the accuracy terminate any Lease or amount of the Percentage Rent paid by the any tenant’s occupancy under any Lease in connection therewith.

Percentage Rents. Any percentage Percentage rents due or paid under any of actually collected for the Leases (“Percentage Rent”) month in which the Closing occurs shall be prorated between Purchaser and Seller outside of escrow as of the Closing Date on Date. After Buyer has completed any reconciliation of actual percentage rents payable and estimated percentage rents paid by the subject tenants, and all reconciled amounts have been paid, a LeaseBbyBLease basisreconciliation shall be made between Seller and Buyer with regard to such percentage rents, as follows; (a) which shall occur by April 1, 2022. Pursuant to such reconciliation, Seller and Buyer shall be entitled to receive the portion their proportionate share of the Percentage Rent under each Lease all percentage rents paid for the subject fiscal Lease Year year used to calculate each tenant’s percentage rents (less any out-of-pocket costs incurred in which Closing occurscollecting said amounts, which portion shall be the ratio of belong to Buyer) based on the number of days of said Lease Year in which such fiscal year Seller was Landlord under and Buyer owned the Lease to the total number Property (and adjusted for any amount of days in the Lease Year, and (b) Purchaser shall receive the balance of Percentage Rent paid under each Lease for the Lease Yearpercentage rent prorated at Closing or received by Seller or Buyer). As used hereinin this Section 10.8, the term “Lease Yearpercentage rents” means shall not include and shall have deducted from such percentage rent amount any “base” or “minimum” rent component which is payable each month (regardless of actual sales), which “base” or “minimum” rent component shall be prorated or otherwise handled in the manner provided in this Agreement. Buyer will make reasonable efforts, without suit, to collect all percentage rents payable after the Close of Escrow and relating to the period prior to the Close of Escrow, and all percentage rents which are delinquent as of the Close of Escrow, including, without limitation, sending to tenants bills for the payment of the same during the first twelve (12) month period as to which annual Percentage Rent is owed under each Leasefollowing the Closing Date. Upon receipt by either Seller or Purchaser of any gross sales reports (“Gross Sales Reports”) and any full or partial payment of Percentage Rent from any tenant of the Property, the party receiving the same shall provide to the other party a copy of the Gross Sales Report and a check for the other party’s proBrata share of the Percentage Rent within five (5) days of the receipt thereof. In the event that the tenant only remits a partial payment, then the amount to be remitted to the other party shall be its proBrata share of the partial payment. Nothing contained herein shall be deemed or construed to require either Purchaser or Seller to pay to the other party its proBrata share of the Percentage Rent prior to receiving the Percentage Rent from the tenant, and the acceptance or negotiation of any check for Percentage Rent by either party Buyer shall not be deemed a waiver obligated to evict any tenant or to file suit to collect any percentage rents. Seller may pursue collection of all percentage rents payable after the Close of Escrow and relating to the period prior to the Close of Escrow and all percentage rents which are delinquent as of the Close of Escrow, provided that party’s Seller shall have no right to contest the accuracy terminate any Lease or amount of the Percentage Rent paid by the any tenant’s occupancy under any Lease in connection therewith.

Percentage Rents. Any percentage Percentage rents due or paid under any of the Leases (“Percentage RentRents”) actually collected for the month in which the Close of Escrow occurs shall be prorated between Purchaser and Seller outside of escrow as of the Closing Date on Date. Percentage Rents due after the Close of Escrow shall not be prorated; provided, however, after Buyer has completed any reconciliation of actual Percentage Rents payable and estimated Percentage Rents paid by the subject tenants, and all reconciled amounts have been paid, a LeaseBbyBLease basisreconciliation shall be made between Seller and Buyer with regard to such Percentage Rents. Pursuant to such reconciliation, as follows; (a) Seller and Buyer shall be entitled to receive the portion their proportionate share of the all Percentage Rent under each Lease Rents paid for the subject fiscal Lease Year year used to calculate each tenant’s Percentage Rents (less any out-of-pocket costs incurred in which Closing occurscollecting said amounts, which portion shall be the ratio of belong to Buyer) based on the number of days of said Lease Year in which Seller was Landlord under the Lease such fiscal year prior to the total Closing Date and the number of days in of such fiscal year following the Lease Year, Closing Date Property Owners and Buyer owned the Property (b) Purchaser shall receive the balance and adjusted for any amount of Percentage Rent paid under each Lease for the Lease Yearprorated at Closing or received by Seller or Buyer). As used hereinin this paragraph, the term “Lease YearPercentage Rents” means shall not include and shall have deducted from such Percentage Rent amount any “base” or “minimum” rent component which is payable each month (regardless of actual sales), which “base” or “minimum” rent component shall be prorated or otherwise handled in the twelve manner provided in this Agreement. Buyer will make reasonable efforts, without suit, to collect all Percentage Rents payable after the Close of Escrow and relating to the period prior to the Close of Escrow, and all Percentage Rents which are delinquent as of the Close of Escrow, including, without limitation, sending to tenants bills for the payment of the same. Percentage Rents collected by Buyer after the Closing Date to which Seller is entitled shall be paid to Seller within thirty (1230) days after receipt thereof by Buyer. In no event whatsoever may Seller pursue collection of any Percentage Rents until after the six (6) month period as to which annual Percentage Rent is owed under each Lease. Upon receipt by either Seller or Purchaser of any gross sales reports (“Gross Sales Reports”) and any full or partial payment of Percentage Rent from any tenant of immediately following the Property, the party receiving the same shall provide to the other party a copy of the Gross Sales Report and a check for the other party’s proBrata share of the Percentage Rent within five (5) days of the receipt thereof. In the event that the tenant only remits a partial payment, then the amount to be remitted to the other party shall be its proBrata share of the partial payment. Nothing contained herein shall be deemed or construed to require either Purchaser or Seller to pay to the other party its proBrata share of the Percentage Rent prior to receiving the Percentage Rent from the tenant, and the acceptance or negotiation of any check for Percentage Rent by either party shall not be deemed a waiver of that party’s right to contest the accuracy or amount of the Percentage Rent paid by the tenantClosing Date.

Percentage Rents. Any percentage Percentage rents due or paid under any of the Leases (“Percentage Rent”) shall be separatel prorated between Purchaser and Seller outside of escrow as of the Closing Date on a LeaseBbyBLease basis, as follows; (a) Seller shall be entitled to receive the portion of the Percentage Rent under each Lease for on the Lease Year in which Closing occurs, which portion shall be the ratio basis of the number of days of said Lease Year lease year set forth in which Seller was Landlord under the Lease to the total number of days in the Lease Year, and (b) Purchaser shall receive the balance of Percentage Rent paid under each such Lease for the Lease Yearpayment of percentage rents. As used hereinAll percentage rent payments received by Seller for the lease year in which the applicable Closing Date occurs that are made prior to applicable Closing with respect to any period after the applicable Closing Date shall be credited to Purchaser. All payments of percentage rent for the lease year in which the applicable Closing Date occurs that are received by either party on or after applicable Closing Date shall be retained by, or remitted to, Purchaser, as the term “Lease Year” means the twelve case may be, until determination of Seller's allocable share thereof in each instance, as provided in Paragraph (12iv) month period as to which annual Percentage Rent is owed under each Leasebelow. Upon receipt final determination of percentage rents owed by either Seller or Purchaser of a Tenant under its Lease for the lease year in which the applicable Closing occurs which shall include any gross sales reports (“Gross Sales Reports”percentage rent amounts paid by any Tenant(s) and any full or partial payment of Percentage Rent from any tenant of the Property, the party receiving the same shall provide prior to the other party a copy of the Gross Sales Report and a check for the other party’s proBrata share of the Percentage Rent applicable Closing Date), which shall be completed within five thirty (530) days of the close of each such lease year or if later, within thirty (30) days after Purchaser's receipt thereofof the applicable Tenant's sales information. In Seller and Purchaser shall adjust between themselves amounts owed for such lease year on account of percentage rents (including amounts theretofore received by Seller), and, to the event that extent actually received by the tenant only remits a partial paymentparty, then Purchaser shall promptly pay to Seller Seller's allocable share, or, if applicable, Seller shall promptly pay to Purchaser, Purchaser's allocable share, of such percentage rents which shall be determined by taking the amount to be remitted equal to the other party shall be its proBrata share of the partial payment. Nothing contained herein shall be deemed or construed to require either Purchaser or Seller to pay to the other party its proBrata share of the Percentage Rent prior to receiving the Percentage Rent from the tenant, and the acceptance or negotiation of any check for Percentage Rent by either party shall not be deemed a waiver of that party’s right to contest the accuracy or amount of percentage rent owed by such tenant for the Percentage Rent lease year (including amounts previously paid by to Seller) and prorating such amount based upon the tenantparties' respective periods of ownership for such year.

Percentage Rents. Any percentage Percentage rents due or paid under any of the Leases (“Percentage RentRents”) actually collected for the month in which the Close of Escrow occurs shall be prorated between Purchaser and Seller outside of escrow as of the Closing Date on Date. Percentage Rents due after the Close of Escrow shall not be prorated; provided, however, after Buyer has completed any reconciliation of actual Percentage Rents payable and estimated Percentage Rents paid by the subject tenants, and all reconciled amounts have been paid, a LeaseBbyBLease basisreconciliation shall be made between Seller and Buyer with regard to such Percentage Rents. Pursuant to such reconciliation, as follows; (a) Seller and Buyer shall be entitled to receive the portion their proportionate share of the all Percentage Rent under each Lease Rents paid for the Lease Year subject calendar year used to calculate each tenant’s Percentage Rents (less any out-of-pocket costs incurred in which Closing occurscollecting said amounts, which portion shall be the ratio of belong to Buyer) based on the number of days of said Lease Year in which such calendar year Seller was Landlord under and Buyer owned the Lease to the total number of days in the Lease Year, Property (and (b) Purchaser shall receive the balance adjusted for any amount of Percentage Rent paid under each Lease for the Lease Yearprorated at Closing or received by Seller or Buyer). As used hereinin this paragraph, the term “Lease YearPercentage Rents” means the twelve (12) month period as to which annual shall not include and shall have deducted from such Percentage Rent amount any “base” or “minimum” rent component which is owed under payable each Leasemonth (regardless of actual sales), which “base” or “minimum” rent component shall be prorated or otherwise handled in the manner provided in this Agreement. Upon receipt by either Seller or Purchaser Buyer will make reasonable efforts, without suit, to collect all Percentage Rents payable after the Close of any gross sales reports (“Gross Sales Reports”) Escrow and any full or partial relating to the period prior to the Close of Escrow, and all Percentage Rents which are delinquent as of the Close of Escrow, including, without limitation, sending to tenants bills for the payment of the same. Seller may pursue collection of all Percentage Rent from any tenant Rents payable after the Close of Escrow and relating to the period prior to the Close of Escrow and all Percentage Rents which are delinquent as of the PropertyClose of Escrow, the party receiving the same provided that Seller shall provide to the other party a copy of the Gross Sales Report and a check for the other party’s proBrata share of the Percentage Rent within five (5) days of the receipt thereof. In the event that the tenant only remits a partial payment, then the amount to be remitted to the other party shall be its proBrata share of the partial payment. Nothing contained herein shall be deemed or construed to require either Purchaser or Seller to pay to the other party its proBrata share of the Percentage Rent prior to receiving the Percentage Rent from the tenant, and the acceptance or negotiation of any check for Percentage Rent by either party shall not be deemed a waiver of that party’s have no right to contest the accuracy terminate any Lease or amount of the Percentage Rent paid by the any tenant’s occupancy under any Lease in connection therewith.