Common use of Post-Closing Adjustments Clause in Contracts

Post-Closing Adjustments. Notwithstanding anything to the contrary contained in this Section 8, (i) if the amount of the real property taxes and assessments payable with respect to the Property for any period before Closing is determined to be more than the amount of such real property taxes and assessments that is prorated herein (in the case of the current year) or that was paid by Seller (in the case of any prior year), due to a reassessment of the value of the Property or otherwise, Seller and Buyer shall promptly adjust the proration of such real property taxes and assessments after the determination of such amounts, and Seller shall pay to Buyer any increase in the amount of such real property taxes and assessments applicable to any period before Closing and Buyer shall be responsible for payment of the same, even if the same are so-called “escaped assessments” which are not liens against the Property; provided, however, that Seller shall not be required to pay to Buyer any portion of such increase that is payable by Tenants under their respective Leases; and (ii) if the amount of the real property taxes and assessments payable with respect to the Property for any period before Closing is determined to be less than the amount of such real property taxes and assessments that is prorated herein (in the case of the current year) or that was paid by Seller (in the case of any prior year), due to an appeal of the taxes by Seller, a reassessment of the value of the Property or otherwise, Seller and Buyer shall promptly adjust the proration of such real property taxes and assessments after the determination of such amounts (net of any costs incurred by Seller in connection with pursuing any appeal thereof), and (A) Buyer shall pay to Seller any refund received by Buyer representing such a decrease in the amount of such real property taxes and assessments applicable to any period before Closing; provided, however, that Buyer shall not be required to pay to Seller any portion of such refund (other than a portion of such refund equal to the amount of all costs incurred by Seller in connection with pursuing any appeal thereof) which is payable to Tenants under their respective Leases; and (B) Seller shall be entitled to retain any refund received by Seller representing such a decrease in the amount of such real property taxes and assessments applicable to any period before Closing; provided, however, that Seller shall pay to Buyer that portion of any such refund, after first deducting any and all costs incurred by Seller in connection with pursuing such refund, that is payable to Tenants under their respective Leases. Each party shall give notice to the other party of any adjustment of the amount of the real property taxes and assessments payable with respect to the Property for any period before Closing within thirty (30) days after receiving notice of any such adjustment. Buyer acknowledges that Seller shall have the right to appeal real property tax assessments with respect to any tax year that includes any period prior to the Closing Date.

Post-Closing Adjustments. Notwithstanding anything to the contrary contained in this Section 811, (i) if the amount of the real property taxes and assessments payable with respect to the Property for any period before Closing is determined to be more than the amount of such real property taxes and assessments that is prorated herein (in the case of the current year) or that was paid by Seller (in the case of any prior year), due to a reassessment of the value of the Property or otherwise, Seller and Buyer Purchaser shall promptly adjust the proration of such real property taxes and assessments after the determination of such amounts, and Seller shall pay to Buyer Purchaser any increase in the amount of such real property taxes and assessments applicable to any period before Closing and Buyer shall be responsible for payment of the same, even if the same are so-called “escaped assessments” which are not liens against the PropertyClosing; provided, however, that Seller shall not be required to pay to Buyer Purchaser any portion of such increase that is payable by Tenants tenants under their respective Leases; and (ii) if the amount of the real property taxes and assessments payable with respect to the Property for any period before Closing is determined to be less than the amount of such real property taxes and assessments that is prorated herein (in the case of the current year) or that was paid by Seller (in the case of any prior year), due to an appeal of the taxes by Seller, a reassessment of the value of the Property or otherwise, Seller and Buyer Purchaser shall promptly adjust the proration of such real property taxes and assessments after the determination of such amounts (net of any costs incurred by Seller in connection with pursuing any appeal thereof)amounts, and (A) Buyer Purchaser shall pay to Seller any refund received by Buyer Purchaser representing such a decrease in the amount of such real property taxes and assessments applicable to any period before Closing; provided, however, that Buyer Purchaser shall not be required to pay to Seller any portion of such refund (other than a portion of such refund equal to the amount of all costs incurred by Seller in connection with pursuing any appeal thereof) which is payable to Tenants tenants under their respective Leases; , and (B) Seller shall be entitled to retain any refund received by Seller representing such a decrease in the amount of such real property taxes and assessments applicable to any period before Closing; provided, however, that Seller shall pay to Buyer Purchaser that portion of any such refund, after first deducting any and all costs incurred by Seller in connection with pursuing such refund, refund that is payable to Tenants under their respective Leases. Each party shall give notice Except as expressly provided herein, the purpose and intent as to the other party provisions of any adjustment of the amount of the real property taxes prorations and assessments payable with respect to the Property for any period before Closing within thirty (30) days after receiving notice of any such adjustment. Buyer acknowledges apportionments set forth in this Section 11 and elsewhere in this Agreement is that Seller shall have bear all expenses of ownership and operation of the right to appeal real property tax assessments with respect to any tax year that includes any period prior to Projects and shall receive all income therefrom accruing through midnight at the end of the day preceding the Closing Dateand Purchaser shall bear all such expenses and receive all such income accruing thereafter. Except as otherwise expressly provided in this Agreement, all prorations provided for herein shall be final.

Post-Closing Adjustments. Notwithstanding anything Not later than forty-five (45) days following the Closing Date (or if such date is not a Business Day, the immediately-following Business Day), Sellers shall prepare and furnish to Buyer a reconciliation that shall set forth the contrary contained in this Section 8, (i) if the amount actual inventory and cash banks as of the Effective Time and the proration of obligations, expenses, and prepayments in respect of the Restaurants as of the Effective Time (including rent, equipment lease payments; utilities; sales and use taxes, and any applicable interest and penalties; real or personal property taxes; and advertising and other prepaid expenses). Real property taxes and assessments payable with respect other taxes, and all other expenses and charges relating to the Property for any period before Closing is determined to be more than the amount of such real property taxes and assessments that is prorated herein (in the case ownership and/or occupancy, as applicable, of the Owned Real Property, Leased Real Property, and Purchased Assets, shall be shared on a pro rata basis in proportion to the DB03/0502991.0020/10136186.1 WP01 period of ownership or occupancy of Sellers, on the one hand, and Buyer, on the other hand, during the applicable calendar year or other applicable period beginning prior to the Closing Date and ending after the Closing Date. To the extent that the amounts of taxes for the current year) or that was paid by Seller (in period are not available to the case parties, the parties shall utilize the amounts of taxes for the immediately preceding period to the extent applicable. Buyer shall review such reconciliation and shall notify Sellers of any prior year)objections to any amounts shown within fifteen (15) days after receipt. During such period, due Buyer will be permitted to a reassessment review the books, records, and other relevant information of Sellers relating to the computation of the value reconciliation and Sellers will make reasonably available the employees of Sellers responsible for and knowledgeable about the Property or otherwise, Seller and Buyer shall promptly adjust the proration of such real property taxes and assessments after the determination of such amountsinformation used in, and Seller shall pay to the preparation of, the reconciliation. If such reconciliation provides that Buyer owes Sellers any increase in the amount of such real property taxes and assessments applicable to any period before Closing and Buyer shall be responsible for payment of the sameamount, even if the same are so-called “escaped assessments” which are not liens against the Property; provided, however, that Seller shall not be required to pay to Buyer any portion of such increase that is payable by Tenants under their respective Leases; and (ii) if the amount of the real property taxes and assessments payable with respect to the Property for any period before Closing is determined to be less than the amount of such real property taxes and assessments that is prorated herein (in the case of the current year) or that was paid by Seller (in the case of any prior year), due to an appeal of the taxes by Seller, a reassessment of the value of the Property or otherwise, Seller and Buyer shall promptly adjust the proration of such real property taxes and assessments after the determination of such amounts (net of any costs incurred by Seller in connection with pursuing any appeal thereof), and (A) then Buyer shall pay such amount shown as owed to Seller any refund received by Buyer representing such a decrease in the amount of such real property taxes and assessments applicable to any period before Closing; provided, however, that Buyer shall not be required to pay to Seller any portion of such refund (other than a portion of such refund equal to the amount of all costs incurred by Seller in connection with pursuing any appeal thereof) which is payable to Tenants under their respective Leases; and (B) Seller shall be entitled to retain any refund received by Seller representing such a decrease in the amount of such real property taxes and assessments applicable to any period before Closing; provided, however, that Seller shall pay to Buyer that portion of any such refund, after first deducting any and all costs incurred by Seller in connection with pursuing such refund, that is payable to Tenants under their respective Leases. Each party shall give notice to the other party of any adjustment of the amount of the real property taxes and assessments payable with respect to the Property for any period before Closing Sellers within thirty (30) days after receiving notice the latter to occur of (i) receipt by Buyer of the reconciliation, or (ii) the resolution of all objections timely raised by Buyer to the reconciliation. If such reconciliation provides that Sellers owe Buyer any amount, then Sellers shall pay such adjustmentamount shown as owed to Buyer within thirty (30) days after the latter to occur of (A) receipt by Buyer of the reconciliation, or (B) the resolution of all objections timely raised by Buyer to the reconciliation. In addition to the adjustments and payments contemplated above, Sellers and Buyer acknowledges that Seller shall have the right agree to appeal real property tax assessments make payments to each other on a timely basis with respect to amounts and adjustments not correctly ascertainable pursuant to this Section when the correct amount of any tax year that includes any period prior amounts to the Closing Datebe adjusted or apportioned pursuant to this Section are ascertained.

Post-Closing Adjustments. Notwithstanding anything to the contrary contained in this Section 89.4, (iA) if the amount of the real property taxes and assessments payable with respect to the Property Premises for any period before Closing is determined to be more than the amount of such real property taxes and assessments that is prorated herein (in the case of the current year) or that was paid by Seller (in the case of any prior year), due to a reassessment of the value of the Property Premises or otherwise, Seller and Buyer Purchaser shall promptly adjust the proration of such real property taxes and assessments after the determination of such amounts, and Seller shall pay to Buyer Purchaser any increase in the amount of such real property taxes and assessments applicable to any period before Closing and Buyer shall be responsible for payment of the same, even if the same are so-called “escaped assessments” which are not liens against the PropertyClosing; provided, however, that Seller shall not be required to pay to Buyer Purchaser any portion of such increase that is payable by Tenants under their respective LeasesSpace Tenants; and (iiB) if the amount of the real property taxes and assessments payable with respect to the Property Premises for any period before Closing is determined to be less than the amount of such real property taxes and assessments that is prorated herein (in the case of the current year) or that was paid by Seller (in the case of any prior year), due to an appeal of the taxes by Seller, a reassessment of the value of the Property Premises or otherwise, Seller and Buyer Purchaser shall promptly adjust the proration of such real property taxes and assessments after the determination of such amounts (net of any costs incurred by Seller in connection with pursuing any appeal thereof), and (A1) Buyer Purchaser shall pay to Seller any refund received by Buyer Purchaser representing such a decrease in the amount of such real property taxes and assessments applicable to any period before Closing; provided, however, that Buyer the Purchaser shall not be required to pay to Seller any portion of such refund (other than a portion of such refund equal to the amount of all costs incurred by Seller in connection with pursuing any appeal thereof) which is payable to Tenants under their respective LeasesSpace Tenants; and (B2) Seller shall be entitled to retain any refund received by Seller representing such a decrease in the amount of such real property taxes and assessments applicable to any period before Closing; provided, however, that Seller shall pay to Buyer Purchaser that portion of any such refund, after first deducting any and all actual, out of pocket costs incurred by Seller in connection with pursuing such refund, that is payable to Space Tenants under their respective Leasesor that is otherwise applicable to any period after Closing. Each party shall give notice to the other party of any adjustment of the amount of the real property taxes and assessments payable with respect to the Property Premises for any period before Closing within thirty (30) days after receiving notice of any such adjustment. Buyer acknowledges that Seller shall have the right to appeal real property tax assessments with respect to any tax year that includes any period prior to the Closing Date.

Post-Closing Adjustments. To the extent applicable, Seller and Purchaser, acting in good faith, shall reconcile with each other within ninety (90) days of the Closing Date, the amounts prorated and adjusted in this Article V using any new or updated information, including the reconciliation of estimated amounts with actual amounts, the correction of any errors and the inclusion of any items which should have been included at the Closing. All adjustments to be made based on the mutual agreement of the parties shall be paid to the party entitled to such adjustment within thirty (30) days after the final determination thereof. In the event the parties have not agreed with respect to the adjustments required to be made pursuant to this Section 5.5 within thirty (30) days following expiration of such 90 day period, upon application by any such party, a certified public accountant reasonably acceptable to the parties shall determine any such adjustments which have not theretofore been agreed to between such parties. The charges of such accountant shall be borne by the party that does not prevail in such dispute. All adjustments to be made as a result of the final results of the adjustments shall be paid to the party entitled to such adjustment within thirty (30) days after the final determination thereof. Notwithstanding anything to the contrary contained in this Section 8Agreement, (i) if in the event that, following the Closing, Purchaser shall receive a refund of real estate taxes which relates to any period of time all or partly prior to the Closing (whether such refund is made by direct payment or in the form of a credit against future real estate tax obligations), such refund (net of the reasonable, out-of-pocket costs of obtaining such refund, which shall be apportioned in the same percentages as the refund itself) shall be apportioned between the parties in proportion to the amount of the real property taxes and assessments payable with respect to time that each party owned the Property for any during the tax period before Closing is determined to be more than which the amount of such real property taxes and assessments that is prorated herein (in the case of the current year) or that was paid by Seller (in the case of any prior year)refund relates, due to a reassessment of the value of the Property or otherwise, Seller and Buyer shall promptly adjust the proration of such real property taxes and assessments after the determination of such amounts, and Seller shall pay to Buyer any increase in the amount of such real property taxes and assessments applicable to any period before Closing and Buyer shall be responsible for payment of the same, even if the same are so-called “escaped assessments” which are not liens against the Property; provided, however, that Seller shall not be required to pay to Buyer any portion of such increase that is payable by Tenants under their respective Leases; and (ii) if subject to the amount requirements of clause (i), neither party shall have any obligation to re-adjust any items after the expiration of the real property taxes and assessments payable with respect to the Property for any period before Closing is determined to be less than the amount of such real property taxes and assessments that is prorated herein (periods set forth in the case of the current year) or that was paid by Seller (in the case of any prior year), due to an appeal of the taxes by Seller, a reassessment of the value of the Property or otherwise, Seller and Buyer shall promptly adjust the proration of such real property taxes and assessments after the determination of such amounts (net of any costs incurred by Seller in connection with pursuing any appeal thereof), and (A) Buyer shall pay to Seller any refund received by Buyer representing such a decrease in the amount of such real property taxes and assessments applicable to any period before Closing; provided, however, that Buyer shall not be required to pay to Seller any portion of such refund (other than a portion of such refund equal to the amount of all costs incurred by Seller in connection with pursuing any appeal thereof) which is payable to Tenants under their respective Leases; and (B) Seller shall be entitled to retain any refund received by Seller representing such a decrease in the amount of such real property taxes and assessments applicable to any period before Closing; provided, however, that Seller shall pay to Buyer that portion of any such refund, after first deducting any and all costs incurred by Seller in connection with pursuing such refund, that is payable to Tenants under their respective Leases. Each party shall give notice to the other party of any adjustment of the amount of the real property taxes and assessments payable with respect to the Property for any period before Closing within thirty (30) days after receiving notice of any such adjustment. Buyer acknowledges that Seller shall have the right to appeal real property tax assessments with respect to any tax year that includes any period prior to the Closing Datethis Section 5.5.

Post-Closing Adjustments. Notwithstanding anything (a) Not later than 10 calendar days after the Closing Date (the "Post-Closing Delivery Date"), Seller shall deliver to Purchaser a final closing statement dated as of the Closing Date and prepared in accordance with GAAP reflecting the Assets sold and assigned and the liabilities transferred and assumed hereunder as of the Closing Date (the "Final Closing Statement"). Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Final Closing Statement and cooperate with Purchaser to provide it information reasonably necessary to document this transfer as the transfer of a business under Rule 3.05 of Regulation S-X. Within 10 calendar days following the Post-Closing Delivery Date (the actual date being "Adjustment Payment Date"), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Preliminary Closing Statement and the Final Closing Statement together with interest thereon computed from the Closing Date to the contrary contained in this Section 8, (i) if Adjustment Payment Date at the applicable Federal Funds Rate. Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the real property taxes and assessments payable with respect foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller as a result of a payment by check received prior to the Property for any period before Effective Time, which item is returned after the Closing is determined Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to Seller promptly upon demand. (b) In the event that a dispute arises as to the appropriate amounts to be more than paid to either party on the amount of such real property taxes and assessments that is prorated herein (in the case of the current year) or that was paid by Seller (in the case of any prior year)Adjustment Payment Date, due to a reassessment of the value of the Property or otherwise, Seller and Buyer shall promptly adjust the proration of such real property taxes and assessments after the determination of such amounts, and Seller each party shall pay to Buyer the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Adjustment Payment Date to the date paid at the applicable Federal Funds Rate. The parties agree to arbitrate any increase disputes arising under this subsection (b). Arbitration shall be by single arbitrator experienced in the amount matters at issue and selected by the Purchaser and the Seller and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the event the parties cannot agree on an arbitrator, each party shall select an arbitrator and the two arbitrators shall select a third. The arbitration shall be held in such real property taxes place in Laurens, South Carolina as may be specified by the arbitrator(s), and assessments applicable shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any period before Closing matters submitted, and Buyer any judgment thereon promptly shall be responsible for payment of the same, even if the same are so-called “escaped assessments” which are not liens against the Propertysatisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller shall not be required to pay to Buyer in any portion court of such increase that is payable by Tenants under their respective Leases; and (ii) if record having jurisdiction over the amount subject matter or over any of the real property taxes parties of this Agreement. All costs and assessments payable with respect to the Property for any period before Closing is determined to be less than the amount of such real property taxes and assessments that is prorated herein (in the case of the current year) or that was paid by Seller (in the case of any prior year), due to an appeal of the taxes by Seller, a reassessment of the value of the Property or otherwise, Seller and Buyer shall promptly adjust the proration of such real property taxes and assessments after the determination of such amounts (net of any costs expenses incurred by Seller in connection with pursuing any appeal thereof), and (A) Buyer shall pay to Seller any refund received by Buyer representing such a decrease in the amount of such real property taxes and assessments applicable to any period before Closing; provided, however, that Buyer shall not be required to pay to Seller any portion of such refund (other than a portion of such refund equal to the amount of all costs incurred by Seller in connection with pursuing any appeal thereof) which is payable to Tenants under their respective Leases; and (B) Seller arbitration proceeding shall be entitled to retain any refund received borne by Seller representing such the party against which the decision is rendered, or, if no decision is rendered, or if the decision is a decrease in the amount of such real property taxes compromise, equally by Purchaser as one party and assessments applicable to any period before Closing; providedSeller, however, that Seller shall pay to Buyer that portion of any such refund, after first deducting any and all costs incurred by Seller in connection with pursuing such refund, that is payable to Tenants under their respective Leases. Each party shall give notice to as the other party of any adjustment of the amount of the real property taxes and assessments payable with respect to the Property for any period before Closing within thirty (30) days after receiving notice of any such adjustment. Buyer acknowledges that Seller shall have the right to appeal real property tax assessments with respect to any tax year that includes any period prior to the Closing Dateparty.

Post-Closing Adjustments. Notwithstanding anything to the contrary contained in this Section 89.4, (iA) if the amount of the real property taxes and assessments payable with respect to the Property Premises for any period before Closing is determined to be more than the amount of such real property taxes and assessments that is prorated herein (in the case of the current year) or that was paid by Seller (in the case of any prior year), due to a reassessment of the value of the Property Premises or otherwise, Seller and Buyer Purchaser shall promptly adjust the proration of such real property taxes and assessments after the determination of such amounts, and Seller shall pay to Buyer Purchaser any increase in the amount of such real property taxes and assessments applicable to any period before Closing and Buyer shall be responsible for payment of the same, even if the same are so-called “escaped assessments” which are not liens against the PropertyClosing; provided, however, that Seller shall not be required to pay to Buyer Purchaser any portion of such increase that is payable by Tenants under their respective LeasesSpace Tenants; and (iiB) if the amount of the real property taxes and assessments payable with respect to the Property Premises for any period before Closing is determined to be less than the amount of such real property taxes and assessments that is prorated herein (in the case of the current year) or that was paid by Seller (in the case of any prior year), due to an appeal of the taxes by Seller, a reassessment of the value of the Property Premises or otherwise, Seller and Buyer Purchaser shall promptly adjust the proration of such real property taxes and assessments after the determination of such amounts (net of any costs incurred by Seller in connection with pursuing any appeal thereof)amounts, and (A1) Buyer Purchaser shall pay to Seller any refund received by Buyer Purchaser representing such a decrease in the amount of such real property taxes and assessments applicable to any period before Closing; provided, however, that Buyer the Purchaser shall not be required to pay to Seller any portion of such refund (other than a portion of such refund equal to the amount of all costs incurred by Seller in connection with pursuing any appeal thereof) which is payable to Tenants under their respective LeasesSpace Tenants; and (B2) Seller shall be entitled to retain any refund received by Seller representing such a decrease in the amount of such real property taxes and assessments applicable to any period before Closing; provided, however, that Seller shall pay to Buyer Purchaser that portion of any such refund, after first deducting any and all costs incurred by Seller in connection with pursuing such refund, refund that is payable to Tenants under their respective LeasesSpace Tenants. Each party shall give notice to the other party of any adjustment of the amount of the real property taxes and assessments payable with respect to the Property Premises for any period before Closing within thirty (30) days after receiving notice of any such adjustment. Buyer acknowledges that Seller shall have the right to appeal real property tax assessments with respect to any tax year that includes any period prior to the Closing Date.

Post-Closing Adjustments. Notwithstanding anything to the contrary contained in this Section 89.5, (iA) if the amount of the real property taxes and assessments payable with respect to the Property for any period before Closing is determined to be more than the amount of such real property taxes and assessments that is prorated herein (in the case of the current year) or that was paid by Seller (in the case of any prior year), due to a reassessment of the value of the Property or otherwise, Seller and Buyer Purchaser shall promptly adjust the proration of such real property taxes and assessments after the determination of such amounts, and Seller shall pay to Buyer Purchaser any increase in the amount of such real property taxes and assessments applicable to any period before Closing and Buyer shall be responsible for payment of the same, even if the same are so-called “escaped assessments” which are not liens against the PropertyClosing; provided, however, that Seller shall not be required to pay to Buyer Purchaser any portion of such increase that is payable by Tenants under their respective LeasesSpace Tenants; and (iiB) if the amount of the real property taxes and assessments payable with respect to the Property for any period before Closing is determined to be less than the amount of such real property taxes and assessments that is prorated herein (in the case of the current year) or that was paid by Seller (in the case of any prior year), due to an appeal of the taxes by Seller, a reassessment of the value of the Property or otherwise, Seller and Buyer Purchaser shall promptly adjust the proration of such real property taxes and assessments after the determination of such amounts (net of any costs incurred by Seller in connection with pursuing any appeal thereof)amounts, and (A1) Buyer Purchaser shall pay to Seller any refund received by Buyer Purchaser representing such a decrease in the amount of such real property taxes and assessments applicable to any period before Closing; provided, however, that Buyer the Purchaser shall not be required to pay to Seller any portion of such refund (other than a portion of such refund equal to the amount of all costs incurred by Seller in connection with pursuing any appeal thereof) which is payable to Tenants under their respective LeasesSpace Tenants; and (B2) Seller shall be entitled to retain any refund received by Seller representing such a decrease in the amount of such real property taxes and assessments applicable to any period before Closing; provided, however, that Seller shall pay to Buyer Purchaser that portion of any such refund, after first deducting any and all costs incurred by Seller in connection with pursuing such refund, refund that is payable to Tenants under their respective LeasesSpace Tenants. Each party shall give notice to the other party of any adjustment of the amount of the real property taxes and assessments payable with respect to the Property for any period before Closing within thirty (30) days after receiving notice of any such adjustment. Buyer acknowledges that Seller shall have the right to appeal real property tax assessments with respect to any tax year that includes any period prior to the Closing Date.

Post-Closing Adjustments. Notwithstanding anything to the contrary contained in this Section 8, (i) if the amount of the real property taxes and assessments payable with respect to the Property for any period before Closing is determined to be more than the amount of such real property taxes and assessments that is prorated herein (in the case of the current year) or that was paid by Seller (in the case of any prior year), due to a reassessment of the value of the Property or otherwise, Seller and Buyer shall promptly adjust the proration of such real property taxes and assessments after the determination of such amounts, and Seller shall pay to Buyer any increase in the amount of such real property taxes and assessments applicable to any period before Closing and Buyer shall be responsible for payment of the same, even if the same are so-called “escaped assessments” which are not liens against the Property; provided, however, that Seller shall not be required to pay to Buyer any portion of such increase that is payable by Tenants under their respective LeasesClosing; and (ii) if the amount of the real property taxes and assessments payable with respect to the Property for any period before Closing is determined to be less than the amount of such real property taxes and assessments that is prorated herein (in the case of the current year) or that was paid by Seller (in the case of any prior year), due to an appeal of the taxes by Seller, a reassessment of the value of the Property or otherwise, Seller and Buyer shall promptly adjust the proration of such real property taxes and assessments after the determination of such amounts (net of any costs incurred by Seller in connection with pursuing any appeal thereof), and (A) Buyer shall pay to Seller any refund received by Buyer representing such a decrease in the amount of such real property taxes and assessments applicable to any period before Closing; provided, however, that Buyer shall not be required to pay to Seller any portion of such refund (other than a portion of such refund equal to the amount of all costs incurred by Seller in connection with pursuing any appeal thereof) which is payable to Tenants under their respective Leases; and (B) Seller shall be entitled to retain any refund received by Seller representing such a decrease in the amount of such real property taxes and assessments applicable to any period before Closing; provided, however, that Seller shall pay to Buyer that portion of any such refund, after first deducting any and all costs incurred by Seller in connection with pursuing such refund, that is payable to Tenants under their respective Leases. Each party shall give notice to the other party of any adjustment of the amount of the real property taxes and assessments payable with respect to the Property for any period before Closing within thirty (30) days after receiving notice of any such adjustment. Buyer acknowledges that Seller shall have the right to appeal real property tax assessments with respect to any tax year that includes any period prior to the Closing Date.

Post-Closing Adjustments. Notwithstanding anything In the event the aggregate amount of cash and Cash Equivalents reflected on the Closing Balance Sheet and transferred to the contrary contained in this Section 8, (i) if Trust Accounts on the Closing Date is less than the amount of General Account Reserves, less the real property taxes and assessments payable with respect amount of any contract loans, as reflected on the Final Balance Sheet, Seller shall transfer (and/or cause the Seller Custodian to transfer) to one or both of the Trust Accounts, as applicable, additional cash or Cash Equivalents equal to the Property for any period before amount of such difference, together with interest thereon from and including the Closing Date to but not including the date of such transfer computed at an Annual Rate equal to the 90-Day Treasury Rate in effect on the Closing Date. In the event the aggregate amount of cash and Cash Equivalents reflected on the Closing Balance Sheet and transferred to the Trust Accounts on the Closing Date is determined to be more than the amount of such real property taxes and assessments that is prorated herein (in General Account Reserves, less the case amount of any contract loans, as reflected on the current year) or that was paid by Final Balance Sheet, Seller, Purchaser and/or Newco, as applicable, shall direct the Trustee to transfer to Seller (in and/or the case of any prior year)Seller Custodian Account, due to a reassessment of the value of the Property as applicable) cash or otherwise, Seller and Buyer shall promptly adjust the proration of such real property taxes and assessments after the determination of such amounts, and Seller shall pay to Buyer any increase Cash Equivalents in the amount of such real property taxes difference, together with interest thereon computed at an Annual Rate as specified above from and assessments applicable including the Closing Date to any period before Closing and Buyer shall be responsible for payment of but not including the same, even if the same are so-called “escaped assessments” which are not liens against the Property; provided, however, that Seller shall not be required to pay to Buyer any portion date of such increase that is payable by Tenants under their respective Leases; and (ii) if transfer. In the event the aggregate amount of Accrued Liabilities reflected on the Final Balance Sheet exceeds the amount of the real property taxes Pre-Paid Items and assessments payable with respect to the Property for any period before Closing is determined to be less than the amount of such real property taxes and assessments that is prorated herein (in the case of the current year) or that was paid by Seller (in the case of any prior year), due to an appeal of the taxes by Seller, a reassessment of the value of the Property or otherwiseReceivables reflected thereon, Seller and Buyer shall promptly adjust the proration of such real property taxes and assessments after the determination of such amounts (net of any costs incurred by Seller in connection with pursuing any appeal thereof)transfer to Purchaser and/or Newco, and (A) Buyer shall pay to Seller any refund received by Buyer representing such a decrease as applicable, cash in the amount of such real property taxes difference, together with interest thereon computed at an Annual Rate as specified above from and assessments applicable including the Closing Date to any period before Closing; provided, however, that Buyer shall but not be required to pay to Seller any portion including the date of such refund (other than a portion transfer. In the event the aggregate amount of such refund equal to Pre-Paid Items and Receivables reflected on the Final Balance Sheet exceeds the amount of all costs incurred by Accrued Liabilities reflected thereon, Purchaser and/or Newco, as applicable, shall transfer to Seller in connection with pursuing any appeal thereof) which is payable to Tenants under their respective Leases; and (B) Seller shall be entitled to retain any refund received by Seller representing such a decrease cash in the amount of such real property taxes difference, together with interest thereon computed at an Annual Rate as specified above from and assessments applicable including the Closing Date to any period before Closing; providedbut not including the date of such transfer. In the event the Preliminary Purchase Price exceeds the Final Purchase Price, however, that Seller shall pay transfer to Buyer that portion of any such refundPurchaser and/or Newco, after first deducting any and all costs incurred by Seller as applicable, cash in connection with pursuing such refund, that is payable to Tenants under their respective Leases. Each party shall give notice to the other party of any adjustment of the amount of such difference, together with interest thereon computed at an Annual Rate as specified above from and including the real property taxes Closing Date to but not including the date of such transfer. In the event the Final Purchase Price exceeds the Preliminary Purchase Price, Purchaser and/or Newco, as applicable, shall transfer to Seller cash in the amount of such difference, together with interest thereon computed at an Annual Rate as specified above from and assessments payable with respect including the Closing Date to but not including the Property for any period before Closing date of such transfer. Amounts required to be transferred from Purchaser and Newco to Seller or from Seller to Purchaser and Newco pursuant to this Section shall be netted against one another so that only a single net transfer shall be required. Any transfer of cash or Cash Equivalents required under this Section 2.04 shall be made within thirty (30) days after receiving notice ten Business Days of any such adjustmentthe date of the delivery of the Final Balance Sheet and calculation of Final Customer Asset Value to Purchaser. Buyer acknowledges that Seller shall have the right to appeal real property tax assessments with respect to any tax year that includes any period prior The Final Purchase Price may be further adjusted subsequent to the Closing DateDate in accordance with Section 5.20 hereof.

Post-Closing Adjustments. To the extent applicable, Seller and Purchaser, acting in good faith, shall reconcile with each other within ninety (90) days following the Closing Date or in the case of real estate, ad valorem or similar Taxes any later date that is thirty (30) days following the date that the xxxx or notice containing the final determination of such Taxes is available (such date, the “Adjustment Date”) adjustments to be made based on the mutual agreement of the parties shall be paid to the party entitled to the benefit of such adjustment within thirty (30) days after the final determination thereof. In the event the parties have not agreed with respect to all adjustments required to be made pursuant to this Section 5.5 within thirty (30) days following expiration of such ninety (90) day period, upon application by any such party, a certified public accountant reasonably acceptable to the parties shall determine any such adjustments which have not theretofore been agreed to between such parties. The charges of such accountant shall be split equally by the parties, unless one party prevails in all matters relating to such dispute, in which case the party that is not the prevailing party shall pay all charges of such accountant. All adjustments to be made as a result of the final results of the adjustments shall be paid to the party entitled to the benefit of such adjustment within thirty (30) days after the Adjustment Date. Notwithstanding anything to the contrary contained in this Section 8Agreement, (i) if in the event that, following the Closing, Purchaser shall receive a refund of real estate taxes which relates to any period of time all or partly prior to the Closing (whether such refund is made by direct payment or in the form of a credit against future real estate tax obligations), such refund (net of the reasonable, out-of-pocket costs of obtaining such refund, which shall be apportioned in the same percentages as the refund itself) shall be apportioned between the parties in proportion to the amount of time that each party owned the real property taxes and assessments payable with respect applicable Property during the tax period to which the Property for any period before Closing is determined to be more than the amount of such real property taxes and assessments that is prorated herein (in the case of the current year) or that was paid by Seller (in the case of any prior year)refund relates, due to a reassessment of the value of the Property or otherwise, Seller and Buyer shall promptly adjust the proration of such real property taxes and assessments after the determination of such amounts, and Seller shall pay to Buyer any increase in the amount of such real property taxes and assessments applicable to any period before Closing and Buyer shall be responsible for payment of the same, even if the same are so-called “escaped assessments” which are not liens against the Property; provided, however, that Seller shall not be required to pay to Buyer any portion of such increase that is payable by Tenants under their respective Leases; and (ii) if subject to the amount requirements of clause (i) above, neither party shall have any obligation to re-adjust any items after the expiration of the real property taxes and assessments payable with respect to the Property for any period before Closing is determined to be less than the amount of such real property taxes and assessments that is prorated herein (periods set forth in the case of the current year) or that was paid by Seller (in the case of any prior year), due to an appeal of the taxes by Seller, a reassessment of the value of the Property or otherwise, Seller and Buyer shall promptly adjust the proration of such real property taxes and assessments after the determination of such amounts (net of any costs incurred by Seller in connection with pursuing any appeal thereof), and (A) Buyer shall pay to Seller any refund received by Buyer representing such a decrease in the amount of such real property taxes and assessments applicable to any period before Closing; provided, however, that Buyer shall not be required to pay to Seller any portion of such refund (other than a portion of such refund equal to the amount of all costs incurred by Seller in connection with pursuing any appeal thereof) which is payable to Tenants under their respective Leases; and (B) Seller shall be entitled to retain any refund received by Seller representing such a decrease in the amount of such real property taxes and assessments applicable to any period before Closing; provided, however, that Seller shall pay to Buyer that portion of any such refund, after first deducting any and all costs incurred by Seller in connection with pursuing such refund, that is payable to Tenants under their respective Leases. Each party shall give notice to the other party of any adjustment of the amount of the real property taxes and assessments payable with respect to the Property for any period before Closing within thirty (30) days after receiving notice of any such adjustment. Buyer acknowledges that Seller shall have the right to appeal real property tax assessments with respect to any tax year that includes any period prior to the Closing Datethis Section 5.5.

Post-Closing Adjustments. Notwithstanding anything Seller has completed its reconciliation for charges paid in calendar year 2006 for percentage rents, escalation charges for real estate taxes, insurance, parking charges, marketing fund charges, operating expenses, maintenance escalation rents or charges, cost-of-living increases or other charges of a similar nature (“Additional Rents”) charged to tenants under the contrary contained in this Section 8, Leases. Seller agrees to directly reimburse the applicable tenant (ias opposed to credit future rent) if for the amount amounts of Additional Rent calculated by Seller as being due to such tenant for the real property taxes and assessments payable with calendar year 2006. With respect to the Property for any period before Closing is determined to be more than the amount of such real property taxes and assessments that is prorated herein Additional Rent (in the case of the current year) or that was paid including Additional Rent collected by Seller landlord (in the case of any prior year), due references to a reassessment landlord of a Property shall include a reference to 10/120 Ground Lessee in its capacity as a sublandlord) for the value of the Property or otherwiseperiod from January 1, Seller and Buyer shall promptly adjust the proration of such real property taxes and assessments after the determination of such amounts, and Seller shall pay to Buyer any increase in the amount of such real property taxes and assessments applicable to any period before Closing and Buyer shall be responsible for payment of the same, even if the same are so-called “escaped assessments” which are not liens against the Property; provided, however, that Seller shall not be required to pay to Buyer any portion of such increase that is payable by Tenants under their respective Leases; and (ii) if the amount of the real property taxes and assessments payable with respect to the Property for any period before Closing is determined to be less than the amount of such real property taxes and assessments that is prorated herein (in the case of the current year) or that was paid by Seller (in the case of any prior year), due to an appeal of the taxes by Seller, a reassessment of the value of the Property or otherwise, Seller and Buyer shall promptly adjust the proration of such real property taxes and assessments after the determination of such amounts (net of any costs incurred by Seller in connection with pursuing any appeal thereof), and (A) Buyer shall pay to Seller any refund received by Buyer representing such a decrease in the amount of such real property taxes and assessments applicable to any period before 2007 through Closing; provided, however, that Buyer shall not be required to pay to Seller any portion of such refund (other than a portion of such refund equal to the amount of all costs incurred by Seller in connection with pursuing any appeal thereof) which is payable not finally adjusted between the landlord and any tenant under any Lease until after the Closing Date, then Purchaser shall submit to Tenants under their respective Leases; and (B) Seller shall be entitled to retain any refund received by Seller representing such a decrease in the amount of such real property taxes and assessments applicable to any period before Closing; providedSeller, however, that Seller shall pay to Buyer that portion of any such refund, after first deducting any and all costs incurred by Seller in connection with pursuing such refund, that is payable to Tenants under their respective Leases. Each party shall give notice to the other party of any adjustment of the amount of the real property taxes and assessments payable with respect to the Property for any period before Closing within thirty (30) days after receiving notice of the Additional Rents have been finally adjusted between landlord and the tenants, a supplemental statement covering any such adjustmentAdditional Rents or any other items which have been finally adjusted between the landlord and such tenants, containing a calculation of the adjustments of such Additional Rents. Buyer acknowledges that In the event Seller shall have or the right landlord is obligated to appeal real property tax assessments reimburse a tenant for Additional Rent for calendar year 2006 in an amount in excess of the amount paid by Seller as described above or with respect to Additional Rent paid during the period from January 1, 2007 through Closing, then Seller shall reimburse Purchaser for such amount within thirty (30) days after receipt of the supplemental statement. If Purchaser or the landlord recovers any tax Additional Rent from any tenant attributable to calendar year that includes any 2006 or the period prior from January 1, 2007 through Closing, then Purchaser shall pay such amount to Seller within thirty (30) days of collecting such payments. With respect to each item of Additional Rent, each party shall make available to the Closing Dateother party during regular business hours the records relating to such items for inspection or audit by such party or its representatives.

Post-Closing Adjustments. Notwithstanding anything Seller shall be solely responsible for all ------------------------- work done and materials supplied to the contrary contained Lots and the Property on or before May 25, 2000, and Seller shall, at Closing, pay all such unpaid amounts to the contractors and materialmen to whom such amounts are due. Seller shall provide Buyer and Escrow Agent with evidence of such payments together with corresponding lien waivers relating to such payments. On or before May 29, 2000, Seller shall provide Buyer with a detailed summary and list of all "Work in this Progress" through May 25, 2000. If, after the Closing Date, any subcontractor, materialman or supplier or other person or entity makes any demand or claim or takes any action or initiates any action with respect to any improvements constructed or materials supplied prior to May 26, 2000, Seller and Saxton Incorporated, a Nevxxx xorporation, shall indemnify and defend Buyer and hold Buyer harmless from any and all such claims, demands and actions and any damages, losses, costs, fees (including, without limitation, attorneys' fees) incurred in connection with or as a result of any such claims, demands and actions, regardless of when any such claims, demands and actions are initiated. In addition, if, during the three (3) month period after the Closing Date, any adjustments to the Purchase Price are determined to be warranted pursuant to Section 83.2 above, (i) if Seller agrees to recalculate the Purchase Price and pay to Buyer an amount equal to the appropriate adjustment in the Purchase Price. At Closing, Escrow Agent shall establish and Seller shall fund a holdback account in the amount of Three Hundred Thousand Dollars ($300,000) (THE "HOLDBACK -------- ACCOUNT") for the real property taxes purpose of paying any amounts Seller may be obligated to pay ------- to Buyer under this Section 3.3, and assessments Seller hereby grants to Buyer a lien and security interest in the Holdback Account. Seller hereby agrees to execute any and all documents that may be necessary in order to perfect the security interest granted by Seller to Buyer in the Holdback Account. Escrow Agent is hereby authorized and instructed to release from funds in the Holdback Account to Buyer any amounts which are determined to be owed by Seller to Buyer pursuant to this Section 3.3. On the forty-sixth (46th) day following the Closing Date, Escrow Agent shall release to Seller from funds held in the Holdback Account an amount equal to $ 150,000 less the amount of any payments previously made to Buyer from the Holdback Account and the amount of any claims of entitlement theretofore made by Seller with respect to amounts in the Holdback Account. The balance of any funds in the Holdback Account which are not paid or payable to Buyer pursuant to this Section 3.3 shall be returned to Seller upon the later to occur of (a) the ninetieth (90th) day following the Closing Date and (b) the resolution of any dispute between Seller and Buyer under this Section 3.3. Buyer shall provide Seller and Escrow Agent with a written notice of any claim of entitlement to receive any funds in the Holdback Account (as defined below) together with a detailed description of the basis for such claim (A "NOTICE OF --------- CLAIM"). Within five (5) days of Seller's receipt of a Notice of Claim, Seller ----- shall provide Buyer and Escrow Agent with a written detailed response either approving the payment of such claim from funds held in the Holdback Account or contesting such claim together with the basis for Buyer's denial of such claim. Any dispute with respect to the Property Holdback Account (A "DISPUTE") shall be settled ------- by binding arbitration in Pima County, Arizona in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association then currently in effect. The arbitrator for any period before Closing is determined such arbitration procedures (THE "ARBITRATOR") shall be agreed upon by the parties, but if the parties are unable to be more than agree upon an arbitrator within ten (10) days of the amount inception of such real property taxes and assessments that is prorated herein (Dispute, the arbitrator will be appointed by the American Arbitration Association in accordance with the case of the current year) or that was paid by Seller (in the case arbitration rules referenced above. Arbitration may be commenced upon written demand of any prior year), due party to a reassessment of the value of the Property or otherwise, Seller and Buyer shall promptly adjust the proration this Agreement for resolution of such real property taxes and assessments after the determination of such amounts, and Seller shall pay to Buyer any increase in the amount of such real property taxes and assessments applicable to any period before Closing and Buyer Dispute. The arbitration hearing shall be responsible for payment of conducted at a time and place set by the sameArbitrator, even if the same are so-called “escaped assessments” which are not liens against the Property; provided, however, provided that Seller shall not be required to pay to Buyer any portion of such increase that is payable by Tenants under their respective Leases; and (ii) if the amount of the real property taxes and assessments payable with respect to the Property for any period before Closing is determined to be less than the amount of such real property taxes and assessments that is prorated herein (in the case of the current year) or that was paid by Seller (in the case of any prior year), due to an appeal of the taxes by Seller, a reassessment of the value of the Property or otherwise, Seller and Buyer shall promptly adjust the proration of such real property taxes and assessments after the determination of such amounts (net of any costs incurred by Seller in connection with pursuing any appeal thereof), and (A) Buyer shall pay to Seller any refund received by Buyer representing such a decrease in the amount of such real property taxes and assessments applicable to any period before Closing; provided, however, that Buyer shall not be required to pay to Seller any portion of such refund (other than a portion of such refund equal to the amount of all costs incurred by Seller in connection with pursuing any appeal thereof) which is payable to Tenants under their respective Leases; and (B) Seller shall be entitled to retain any refund received by Seller representing such a decrease in the amount of such real property taxes and assessments applicable to any period before Closing; provided, however, that Seller shall pay to Buyer that portion of any such refund, after first deducting any and all costs incurred by Seller in connection with pursuing such refund, that is payable to Tenants under their respective Leases. Each party shall give notice to the other party of any adjustment of the amount of the real property taxes and assessments payable with respect to the Property for any period before Closing hearing must occur within thirty (30) days after receiving notice of the appointment of the Arbitrator. The decision of the Arbitrator shall be issued within ten (10) days of the hearing and shall be final, and judgment may be entered upon it in accordance with applicable law in any such adjustmentcourt having jurisdiction thereof. Buyer acknowledges that Seller The nonprevailing party shall have pay all costs of the right arbitration including the costs and fees, including reasonable attorneys fees, of the prevailing party. Notwithstanding any provision contained in the Construction Industry Arbitration Rules of the American Arbitration Association, a party to this Agreement may only appeal real property tax assessments with respect to any tax year that includes any period prior to or otherwise challenge a decision of the Closing DateArbitrator for the reasons set forth in A.R.S. 12-1512(A) (1) (2) or (3) and for no other reasons.

Post-Closing Adjustments. Notwithstanding anything To the extent of any error in the calculation of any apportionments or adjustments under this Agreement, and to the contrary contained in this Section 8, (i) if the amount extent of the real property taxes and assessments payable any subsequent calculations with respect to the Property for any period before Closing is determined to be more than the amount required by this Article IV, including but not by way of such real property taxes and assessments that is prorated herein limitation, year end "true up" of escalations: (in the case of the current yeara) or that was paid by Seller (in the case of any prior year), due to a reassessment of the value of the Property or otherwise, Seller and Buyer shall promptly adjust the proration of such real property taxes and assessments after the determination of such amounts, Purchaser and Seller shall pay to Buyer any increase in correct the amount of such real property taxes error and/or adjust for the subsequent calculation or variance, (b) Purchaser and assessments applicable to any period before Closing and Buyer Seller shall be responsible for payment re-apportion or re-adjust the incorrect item promptly following the discovery of the same, even if error or the same are so-called “escaped assessments” which are not liens against the Property; provided, however, that Seller shall not be required to pay to Buyer any portion of such increase that is payable by Tenants under their respective Leases; and (ii) if the amount making of the real property taxes and assessments payable with respect to the Property for any period before Closing is determined to be less than the amount of such real property taxes and assessments that is prorated herein (in the case of the current year) subsequent calculation or that was paid by Seller (in the case of any prior year), due to an appeal of the taxes by Seller, a reassessment of the value of the Property or otherwise, Seller and Buyer shall promptly adjust the proration of such real property taxes and assessments after the determination of such amounts (net of any costs incurred by Seller in connection with pursuing any appeal thereof)variance, and (Ac) Buyer Purchaser shall pay make an appropriate payment to Seller any refund received by Buyer representing or Seller shall make an appropriate payment to Purchaser, as the case may be, outside of Escrow based on such a decrease in the amount re-apportionment or re-adjustment, within ten (10) Business Days of obtaining knowledge of such real property taxes error or of other facts resulting in subsequent calculations of prorations. On or before March 15, 2004, Purchaser shall prepare a preliminary post-closing reconciliation report and assessments applicable to any period statement with satisfactory itemization and explanation. On or before Closing; providedApril 15, however2004, that Buyer shall not be required to pay to Seller any portion of such refund (other than a portion of such refund equal to the amount of all costs incurred by Seller in connection with pursuing any appeal thereof) which is payable to Tenants under their respective Leases; Purchaser and (B) Seller shall be entitled to retain agree upon a final post-closing reconciliation statement and Purchaser or Seller, as applicable, shall make any refund received by Seller representing final post-closing payment as shown on such a decrease in the amount of such real property taxes and assessments applicable to any period before Closing; provided, however, that Seller shall pay to Buyer that portion of any such refund, after first deducting any and all costs incurred by Seller in connection with pursuing such refund, that is payable to Tenants under their respective Leasesstatement. Each party shall give notice to the other party of any adjustment of the amount of the real property taxes and assessments payable with respect to the Property for any period before Closing within thirty (30) days after receiving notice of any such adjustment. Buyer acknowledges that Seller shall have the right to appeal real property tax assessments audit the books and records of Purchaser, Property LLC, Manager LLC and Member LLC in connection with respect its review of the post-reconciliation report proposed by Purchaser. The cost of such audit shall be borne by Seller unless such audit reveals a discrepancy in Seller's favor by more than $100,000 in the aggregate amount of the post-reconciliation report proposed by Purchaser, in which case the cost of the audit shall be borne by Purchaser. For purposes of these post-closing adjustments, any rent or payment actually collected under the Space Leases after Closing which is designated as to any tax year that includes particular period and is required under applicable law to be applied to such period shall be applied to such period. All other rent under Space Leases collected after Closing which is applicable to any period prior to the month in which the Closing Dateoccurs shall be applied first to the month of the Closing, then to rent accruing and due and payable after the month of Closing, then to rent accruing prior to the month in which Closing occurs. Purchaser shall use commercially reasonable efforts to collect rents delinquent at Closing which apply to the period prior to month in which the Closing occurs.

Post-Closing Adjustments. Notwithstanding anything to the contrary contained in this Section 87.3, (i) if the amount of the real property taxes and assessments payable with respect to the Property for any period before Closing is determined to be more than the amount of such real property taxes and assessments that is prorated herein (in the case of the current year) or that was paid by Seller (in the case of any prior year), due to a reassessment of the value of the Property or otherwise, Seller and Buyer shall promptly adjust the proration of such real property taxes and assessments after the determination of such amounts, and Seller shall pay to Buyer any increase in the amount of such real property taxes and assessments applicable to any period before Closing and Buyer shall be responsible for payment of the same, even if the same are so-called “escaped assessments” which are not liens against the PropertyClosing; provided, however, that Seller shall not be required to pay to Buyer any portion of such increase that is payable by Tenants tenants under their respective Leases; and (ii) if the amount of the real property taxes and assessments payable with respect to the Property for any period before Closing is determined to be less than the amount of such real property taxes and assessments that is prorated herein (in the case of the current year) or that was paid by Seller (in the case of any prior year), due to an appeal of the taxes by Seller, a reassessment of the value of the Property or otherwise, Seller and Buyer shall promptly adjust the proration of such real property taxes and assessments after the determination of such amounts (net of any costs incurred by Seller in connection with pursuing any appeal thereof)amounts, and (A) Buyer shall pay to Seller any refund received by Buyer representing such a decrease in the amount of such real property taxes and assessments applicable to any period before Closing; providedPROVIDED, howeverHOWEVER, that Buyer shall not be required to pay to Seller any portion of such refund (other than a portion of such refund equal to the amount of all costs incurred by Seller in connection with pursuing any appeal thereof) which is payable to Tenants tenants under their respective Leases; , and (B) Seller shall be entitled to retain any refund received by Seller representing such a decrease in the amount of such real property taxes and assessments applicable to any period before Closing; providedPROVIDED, howeverHOWEVER, that Seller shall pay to Buyer that portion of any such refund, after first deducting any and all costs incurred by Seller in connection with pursuing such refund, refund that is payable to Tenants under their respective Leases. Each party shall give notice to the other party of any adjustment of the amount of the real property taxes and assessments payable with respect to the Property for any period before Closing within thirty (30) days after receiving notice of any such adjustment. Buyer acknowledges that Seller shall have the right to appeal real property tax assessments with respect to any tax year that includes any period prior to the Closing Date.