Common use of Post-Closing Reconciliation Clause in Contracts

Post-Closing Reconciliation. (a) At least three (3) Business Days prior to the Closing Date, the Company shall deliver to Parent its good faith calculation of (i) the estimated Closing Working Capital Adjustment Amount (the “Estimated Closing Working Capital Adjustment Amount”), (ii) the estimated Closing Indebtedness Amount (the “Estimated Closing Indebtedness Amount”), (iii) the estimated Closing Cash Amount (the “Estimated Closing Cash Amount”), (iv) the estimated Transaction Expenses (the “Estimated Transaction Expense Amount”), and (v) the Aggregate Cash Consideration calculated based on such estimated amounts (including the component pieces thereof) (the “Estimated Closing Statement”), in each case, accompanied by reasonably detailed back-up documentation for such calculations. The Company shall prepare the Estimated Closing Statement in accordance with the applicable definitions in this Agreement and with GAAP, in accordance with the Company’s past practices (including the methodologies applied in the preparation of the Financials). The Company shall make available to Parent and its Representatives the books and records used in preparing the Estimated Closing Statement and reasonable access (on prior notice and during business hours) to employees of the Company as Parent may reasonably request in connection with its review of such statements, and will otherwise cooperate in good faith with Parent’s and its Representatives review of such statements and shall take into consideration in good faith any comments of Parent on the Estimated Closing Statement, as applicable. The Estimated Closing Working Capital Adjustment Amount, the Estimated Closing Indebtedness Amount, the Estimated Closing Cash Amount, and the Estimated Closing Transaction Expense Amount set forth in the Estimated Closing Statement will be used for purposes of calculating the Aggregate Cash Consideration at the Closing (which calculation shall be subject to adjustment pursuant to, and in accordance with, the terms of this Section 2.9). Notwithstanding the foregoing, in no event will any of Parent’s rights be considered waived, impaired or otherwise limited as a result of Parent not making an objection prior to the Closing or its making an objection that is not fully implemented in a revised Estimated Closing Statement, as applicable.

Post-Closing Reconciliation. (a) At least three (3) Business Days prior to the Closing Date, the Company shall deliver to Parent Buyer its good faith calculation of (i) the estimated Closing Working Capital Adjustment Amount (the “Estimated Closing Working Capital Adjustment Amount”), ; (ii) the estimated Closing Indebtedness Amount (the “Estimated Closing Indebtedness Amount”), ; (iii) the estimated Closing Cash Amount (the “Estimated Closing Cash Amount”), ; (iv) the estimated Transaction Expenses (the “Estimated Closing Transaction Expense Amount”), and ; (v) the Aggregate Cash Option Exercise Price; and (vi) the estimated Total Merger Consideration calculated based on such estimated amounts (including the component pieces thereof) (the “Estimated Closing Statement”), in each case, accompanied by reasonably detailed back-up documentation for such calculations. The Company shall prepare the Estimated Closing Statement in accordance with the applicable definitions in this Agreement and with GAAP, in accordance with the Company’s past practices (including the methodologies applied in the preparation of the Financials)Accounting Principles. The Company shall make available to Parent Buyer and its Representatives the books and records used in preparing the Estimated Closing Statement and reasonable access (on prior notice and during business hours) to employees of the Company as Parent Buyer may reasonably request in connection with its review of such statements, and will otherwise reasonably cooperate in good faith with ParentBuyer’s and its Representatives review of such statements and shall take into consideration in good faith any comments of Parent Buyer on the Estimated Closing Statement, as applicable, it being understood that Buyer shall have no approval rights with respect to the estimates or calculations therein. The Estimated Closing Working Capital Adjustment Amount, the Estimated Closing Indebtedness Amount, the Estimated Closing Cash Amount, and the Estimated Closing Transaction Expense Amount and the Aggregate Option Exercise Price set forth in the Estimated Closing Statement will be used for purposes of calculating the Aggregate Cash Total Merger Consideration at the Closing (which calculation shall be subject to adjustment pursuant to, and in accordance with, the terms of this Section 2.92.8(b)). Notwithstanding the foregoing, in no event will any of ParentBuyer’s rights be considered waived, impaired or otherwise limited as a result of Parent Buyer not making an objection prior to the Closing or its making an objection that is not fully implemented in a revised Estimated Closing Statement, as applicable.

Post-Closing Reconciliation. (a) At least three (3) Business Days prior to the Closing Date, the Company shall deliver to Parent its good faith calculation of (i) the estimated Closing Working Capital Adjustment Amount (the “Estimated Closing Working Capital Adjustment Amount”), (ii) the estimated Closing Indebtedness Amount (the “Estimated Closing Indebtedness Amount”), (iii) the estimated Closing Cash Amount (the “Estimated Closing Cash Amount”), (iv) the estimated Transaction Closing Third-Party Expenses (the “Estimated Transaction Expense AmountClosing Third-Party Expenses”), ) and (v) the Aggregate Cash Total Merger Consideration calculated based on such estimated amounts (including the component pieces thereof) (the “Estimated Closing Statement”), in each case, accompanied by reasonably detailed back-up documentation for such calculations. The Company shall prepare the Estimated Closing Statement in accordance with the applicable definitions in this Agreement and with GAAP and, to the extent not inconsistent with GAAP, in accordance with the Company’s past practices (including the methodologies applied in the preparation of the Financials); provided that if there is any inconsistency between GAAP and the definitions in this Agreement relating to the items to be set forth on the Estimated Closing Statement, the definitions shall control. The Company shall make available to Parent and its Representatives the books and records used in preparing the Estimated Closing Statement and reasonable access (on prior notice and during business hours) to employees of the Company as Parent may reasonably request in connection with its review of such statements, and will otherwise cooperate in good faith with Parent’s and its Representatives Representatives’ review of such statements and shall take into consideration in good faith any comments of Parent on the Estimated Closing Statement, as applicable. The Estimated Closing Working Capital Adjustment Amount, the Estimated Closing Indebtedness Amount, the Estimated Closing Cash Amount, and the Estimated Closing Transaction Expense Amount set forth in Company may revise the Estimated Closing Statement will be used for purposes of calculating the Aggregate Cash Consideration at prior to the Closing (which calculation shall be subject to adjustment pursuant to, reflect any comments from Parent and in accordance with, to make any other changes thereto required to update or correct the terms of this Section 2.9)information set forth therein. Notwithstanding the foregoing, in no event will any of Parent’s rights be considered waived, impaired or otherwise limited as a result of Parent not making an objection prior to the Closing or its making an objection that is not fully implemented in a revised Estimated Closing Statement, as applicable.

Post-Closing Reconciliation. (a) At least three (3) Business Days prior to the Closing Date, the Company shall deliver to Parent its good faith calculation of (i) the estimated Closing Working Capital Adjustment Amount (the “Estimated Closing Working Capital Adjustment Amount”), (ii) the estimated Closing Indebtedness Amount (the “Estimated Closing Indebtedness Amount”), (iii) the estimated Closing Cash Amount (the “Estimated Closing Cash Amount”), (iv) the estimated Transaction Closing Third Party Expenses (the “Estimated Transaction Expense AmountClosing Third Party Expenses”), and (v) the Aggregate Cash Estimated Base Merger Consideration Value calculated based on such estimated amounts (including the component pieces thereof) (the “Estimated Closing Statement”), in each case, accompanied by reasonably detailed back-up documentation for such calculations. The Company shall prepare the Estimated Closing Statement in accordance with the applicable definitions in this Agreement and with GAAP and, solely to the extent consistent with GAAP, in accordance with the Company’s past practices (including the methodologies applied in the preparation of the Financials)) and the principles and sample calculation set forth in Exhibit L; provided that if there is any inconsistency between GAAP and the definitions in this Agreement relating to the items to be set forth on the Estimated Closing Statement, the definitions shall control. The Company shall make available to Parent and its Representatives the books and records used in preparing the Estimated Closing Statement and reasonable access (on prior notice and during business hours) to employees of the Company as Parent may reasonably request in connection with its review of such statementsstatement, and will otherwise cooperate in good faith with Parent’s and its Representatives review of such statements statement and shall take into consideration in good faith any comments of Parent on the Estimated Closing Statement, as applicable. The Company may revise the Estimated Closing Statement prior to the Closing to reflect any comments from Parent and to make any other changes thereto required to update or correct the information set forth therein. The Estimated Closing Working Capital Adjustment Amount, the Estimated Closing Indebtedness Amount, the Estimated Closing Cash Amount, and the Estimated Closing Transaction Expense Amount Third Party Expenses set forth in the Estimated Closing Statement Statement, after giving effect to any revisions thereto contemplated by this Section 1.15(a), will be used for purposes of calculating the Aggregate Cash Estimated Base Merger Consideration at the Closing (which calculation shall be subject to adjustment pursuant to, and in accordance with, the terms of this Section 2.9)Value. Notwithstanding the foregoing, in no event will any of Parent’s rights be considered waived, impaired or otherwise limited as a result of Parent not making an objection prior to the Closing or its making an objection that is not fully implemented in a revised Estimated Closing Statement, as applicable.

Post-Closing Reconciliation. (ai) At least three As promptly as practicable, but no later than ninety (390) Business Days prior to days following the Closing Date, the Company shall Parent will prepare and deliver to Parent its the Stockholder Representative a statement (the “Closing Statement”) setting forth Parent’s good faith calculation of of: (i) the estimated Selling Expenses; (ii) the Closing Indebtedness; (iii) the Closing Cash; (iv) the Net Working Capital (as of the Measurement Time); (v) the Net Working Capital Adjustment Amount (as of the “Estimated Closing Working Capital Adjustment Amount”Measurement Time, in a manner consistent with and using only those specific line items set forth in the Preparation Methodology), ; (iivi) the estimated Closing Indebtedness Amount M&A Costs and the M&A Adjustment; (the “Estimated Closing Indebtedness Amount”), (iiivii) the estimated Closing Cash Amount Final Provider Relief Adjustment and (the “Estimated Closing Cash Amount”), (ivviii) the estimated Transaction Expenses (the “Estimated Transaction Expense Amount”Excess Capital Equipment Adjustment determined pursuant Section ‎ 2.8(a), and (v) based thereon a calculation of the Aggregate Cash Consideration calculated based on such estimated amounts (including the component pieces thereof) (the “Estimated Closing Statement”), in each case, accompanied by reasonably detailed back-up documentation for such calculationsMerger Consideration. The Company shall prepare the Estimated Closing Statement in accordance with the applicable definitions in this Agreement and with GAAP, in accordance with the Company’s past practices (including the methodologies applied in the preparation of the Financials). The Company shall make available to Parent and its Representatives the books and records used in preparing the Estimated Closing Statement and reasonable access the components thereof (on prior notice and during business hours) to employees all calculations of Net Working Capital, the Company as Parent may reasonably request in connection with its review of such statements, and will otherwise cooperate in good faith with Parent’s and its Representatives review of such statements and shall take into consideration in good faith any comments of Parent on the Estimated Closing Statement, as applicable. The Estimated Closing Net Working Capital Adjustment Amount, the Estimated Closing Indebtedness AmountCash, Closing Indebtedness, Selling Expenses, M&A Costs, the Estimated Closing Cash AmountM&A Adjustment, Final Provider Relief Adjustment and Aggregate Merger Consideration) shall be prepared and calculated in accordance with GAAP, the Preparation Methodology, and the Estimated Closing Transaction Expense Amount set forth in definitions herein, except that the Estimated Closing Statement will and the components thereof (and all calculations of Net Working Capital, the Net Working Capital Adjustment Amount, Closing Cash, Closing Indebtedness, Selling Expenses, M&A Costs, the M&A Adjustment, Final Provider Relief Adjustment and Aggregate Merger Consideration) shall: (A) not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; be used for purposes of calculating the Aggregate Cash Consideration at based on facts and circumstances as they exist immediately prior to the Closing and shall exclude the effect of any act, decision or event occurring on or after the Closing except to the extent such act, decision or event provides information about circumstances that existed immediately prior to Closing; and (which calculation shall be subject to adjustment pursuant toB) not reflect, and in accordance withdirectly or indirectly, any additional reserve or accrual that is not reflected on the terms Latest Balance Sheet, except those that (1) result from material developments occurring after the date of this Section 2.9). Notwithstanding the foregoing, in no event will any of Parent’s rights be considered waived, impaired or otherwise limited as a result of Parent not making an objection Latest Balance Sheet but prior to the Closing or its making an objection (2) would be required to be reflected on the face of a balance sheet prepared in accordance with GAAP, the Preparation Methodology, and the definitions herein. The Parties agree that the purpose of preparing the Closing Statement and components thereof (and all calculations of Net Working Capital, the Net Working Capital Adjustment Amount, Closing Cash, Closing Indebtedness, Selling Expenses, M&A Costs, the M&A Adjustment, Final Provider Relief Adjustment and Aggregate Merger Consideration) is solely to assess the accuracy of the amounts depicted in the Closing Statement and the calculation of the Aggregate Merger Consideration derived therefrom, and such processes are not fully implemented intended to permit the introduction of different accounting methods, policies, practices, procedures, conventions, categorizations, definitions, principles, judgments, assumptions, techniques or estimation methods with respect to financial statements, their classification or presentation or otherwise (including with respect to the nature of accounts, level of reserves or level of accruals) from those used to calculate the amounts set forth in a revised Estimated Closing Statement, as applicablethe Preparation Methodology.

Post-Closing Reconciliation. i. No later than two (a) At least three (32) Business Days prior to the Closing Date, the Company shall deliver to Parent its good faith calculation of (i) the estimated Closing Working Capital Adjustment Amount (the “Estimated Closing Working Capital Adjustment Amount”), (ii) the estimated Closing Indebtedness Amount (the “Estimated Closing Indebtedness Amount”), (iii) the estimated Closing Cash Amount (the “Estimated Closing Cash Amount”), (iv) the estimated Transaction Closing Third Party Expenses (the “Estimated Transaction Expense AmountClosing Third Party Expenses”), and (v) the Aggregate Cash estimated Closing ARR (the “Estimated Closing ARR”) and (vi) the Total Closing Merger Consideration calculated based on such estimated amounts (including the component pieces thereof) (such certification, the “Estimated Closing Statement”), in each case, accompanied by reasonably detailed back-up documentation for such calculations. The Company shall prepare the Estimated Closing Statement in accordance with GAAP and, to the applicable definitions in this Agreement and extent consistent with GAAP, in accordance with the Company’s past practices (including the methodologies methodologies, practices, estimation techniques, assumptions and principles applied in the preparation of the Financials). The Company shall make available to Parent and its Representatives the books and records used in preparing the Estimated Closing Statement and reasonable access (on prior written notice and during business hours) to employees the Chief Financial Officer of the Company as Parent may reasonably request in connection with its review of such statementsEstimated Closing Statement, and will otherwise cooperate in good faith with Parent’s and its Representatives review of such statements and shall take into consideration in good faith any comments of Parent on the Estimated Closing Statement, as applicable. The Estimated Closing Working Capital Adjustment Amount, provided that any failure to make a requested change shall not alter the Estimated Closing Indebtedness Amount, obligations of the Estimated Closing Cash Amount, and parties to proceed with the Estimated Closing Transaction Expense Amount set forth in the Estimated Closing Statement will be used for purposes of calculating the Aggregate Cash Consideration at the Closing (which calculation shall be subject to adjustment pursuant to, and in accordance with, the terms of this Section 2.9)Closing. Notwithstanding the foregoing, in no event will any of Parent’s rights be considered waived, impaired or otherwise limited as a result of Parent not making an objection prior to the Closing or its it making an objection that is not fully implemented in a revised Estimated Closing Statement, as applicable.

Post-Closing Reconciliation. (a) At least three five (35) Business Days days prior to the Closing Date, the Company shall deliver to Parent Buyer its good faith calculation of (i) the estimated Closing Net Working Capital Amount (the “Estimated Closing Net Working Capital Amount”) and the resulting estimated Closing Working Capital Adjustment Amount (the “Estimated Closing Working Capital Adjustment Amount”), (ii) the estimated Closing Indebtedness Amount (the “Estimated Closing Indebtedness Amount”), (iii) the estimated Closing Cash Amount (the “Estimated Closing Cash Amount”), (iv) the estimated Transaction Closing Third Party Expenses (the “Estimated Transaction Expense AmountClosing Third Party Expenses”), and (v) the Aggregate Cash Consideration calculated based on such estimated amounts (the “Estimated Cash Consideration”) (including the component pieces thereof) (the “Estimated Closing Statement”), in each case, accompanied by reasonably detailed back-up documentation for such calculations. The Company shall prepare the Estimated Closing Statement in accordance with the applicable definitions in this Agreement and with GAAP, in accordance with the Company’s past practices (including the methodologies applied in the preparation of the Financials)Accounting Principles. The Company shall make available to Parent Buyer and its Representatives the books and records of the Acquired Companies used in preparing the Estimated Closing Statement and reasonable access (on reasonable prior written notice and during business hours) to employees members of senior management of the Company Acquired Companies who were involved in the preparation of the Estimated Closing Statement, in each case, as Parent Buyer may reasonably request in connection with its review of such statementsthe Estimated Closing Statement, and will otherwise reasonably cooperate in good faith with ParentBuyer’s and its Representatives review of such statements the Estimated Closing Statement and shall take into consideration in good faith any comments of Parent Buyer on the Estimated Closing Statement (provided that, for the avoidance of doubt, the Company and the Sellers Representative shall not be required to make or accept any revisions or changes to the Estimated Closing Statement that the Company delivers, and Buyer shall not have the right to delay the Closing in the event of any dispute with respect to the Estimated Closing Statement, as applicable). The Estimated Closing Net Working Capital Amount, Estimated Closing Working Capital Adjustment Amount, the Estimated Closing Indebtedness Amount, the Estimated Closing Cash Amount, and the Estimated Closing Transaction Expense Amount Third Party Expenses set forth in the Estimated Closing Statement will be used for purposes of calculating the Aggregate Cash Consideration at the Closing (which calculation shall be subject to adjustment pursuant to, and in accordance with, the terms of this Section 2.92.12). Notwithstanding the foregoing, in no event will any of ParentBuyer’s rights be considered waived, impaired or otherwise limited as a result of Parent Buyer not making an objection to the Estimated Closing Statement prior to the Closing or its making an objection to the Estimated Closing Statement that is not fully implemented in a revised Estimated Closing Statement, as applicable.

Post-Closing Reconciliation. (a) At least three No later than two (32) Business Days prior to the Closing Date, the Company shall deliver to Parent its good faith calculation of (i) the estimated Closing Working Capital Adjustment Amount (the “Estimated Closing Working Capital Adjustment Amount”), (ii) the estimated Closing Indebtedness Amount (the “Estimated Closing Indebtedness Amount”), (iii) the estimated Closing Cash Amount (the “Estimated Closing Cash Amount”), (iv) the estimated Transaction Closing Third Party Expenses (the “Estimated Transaction Expense AmountClosing Third Party Expenses”), and (v) the Aggregate Cash estimated Closing ARR (the “Estimated Closing ARR”) and (vi) the Total Closing Merger Consideration calculated based on such estimated amounts (including the component pieces thereof) (such certification, the “Estimated Closing Statement”), in each case, accompanied by reasonably detailed back-up documentation for such calculations. The Company shall prepare the Estimated Closing Statement in accordance with GAAP and, to the applicable definitions in this Agreement and extent consistent with GAAP, in accordance with the Company’s past practices (including the methodologies methodologies, practices, estimation techniques, assumptions and principles applied in the preparation of the Financials). The Company shall make available to Parent and its Representatives the books and records used in preparing the Estimated Closing Statement and reasonable access (on prior written notice and during business hours) to employees the Chief Financial Officer of the Company as Parent may reasonably request in connection with its review of such statementsEstimated Closing Statement, and will otherwise cooperate in good faith with Parent’s and its Representatives review of such statements and shall take into consideration in good faith any comments of Parent on the Estimated Closing Statement, as applicable. The Estimated Closing Working Capital Adjustment Amount, provided that any failure to make a requested change shall not alter the Estimated Closing Indebtedness Amount, obligations of the Estimated Closing Cash Amount, and parties to proceed with the Estimated Closing Transaction Expense Amount set forth in the Estimated Closing Statement will be used for purposes of calculating the Aggregate Cash Consideration at the Closing (which calculation shall be subject to adjustment pursuant to, and in accordance with, the terms of this Section 2.9)Closing. Notwithstanding the foregoing, in no event will any of Parent’s rights be considered waived, impaired or otherwise limited as a result of Parent not making an objection prior to the Closing or its it making an objection that is not fully implemented in a revised Estimated Closing Statement, as applicable.

Post-Closing Reconciliation. With respect to those Additional Rents for the 2014 calendar year which are not finally adjusted between the landlord and any Space Tenant under any Space Lease until after the preparation of the Preliminary Proration Statement pursuant to Section 9.4(a) above, and for those percentage rents which have not been finally determined for the 2014 calendar year (aor other applicable fiscal period under any Space Lease for the measurement of percentage rents during which the Closing occurs), Purchaser shall submit to Seller, no later than April 30, 2015, an unaudited statement for the Premises (a “Supplemental Proration Statement”) At least three covering any such Additional Rents and percentage rents which have been finally adjusted between Purchaser and such Space Tenant for the 2014 calendar year (3provided that if percentage rents are measured over a different fiscal period for any Space Tenant, a separate Supplemental Proration Statement shall be delivered for each such Space Tenant within ninety (90) Business Days days after the end of the applicable fiscal period) containing a calculation of the prorations of such Additional Rents and percentage rents on the basis of a 365-day year (or, in the case of percentage rents based on a fiscal period of other than a year, the number of days in such fiscal period), provided that (x) the adjustment to be made pursuant to the Supplemental Proration Statement (I) shall take into account the adjustment of such items made on the Preliminary Proration Statement in accordance with Section 9.4(a) and Section 9.4(b)(i) above, (II) with respect to Additional Rents, shall be made in proportion to the relative amounts of Additional Rents due Purchaser and Seller based on the amounts of the charges incurred by each of them during their respective periods of ownership for items that are payable by the Space Tenants as Additional Rents under their respective Space Leases, (III) with respect to percentage rents, the aggregate amount of percentage rents payable for the entire 2014 calendar year (or other applicable fiscal period under any Space Lease for the measurement of percentage rents during which the Closing occurs), shall be prorated based on the number of days the Premises is owned by Seller and the number of days the Premises is owned by Purchaser during such year and (y) the parties shall exclude any Additional Rents arising from increased real property taxes for the Premises to the extent such increase results from Purchaser’s purchase of the Premises. In order to enable Purchaser to make any year-end reconciliations of Additional Rents, following the Closing, Seller shall deliver to Purchaser a final statement of (i) all operating expenses for the Premises which are actually paid by Seller and permitted to be passed through to Space Tenants as Additional Rents pursuant to the terms of each Space Tenant’s respective Space Lease, with respect to the portion of the 2014 calendar year occurring prior to the Closing Date, the Company shall deliver to Parent its good faith calculation of (i) the estimated Closing Working Capital Adjustment Amount (the “Estimated Closing Working Capital Adjustment AmountSeller’s 2014 Actual Operating Expenses”), together with copies of all documentation evidencing Seller’s 2014 Actual Operating Expenses, including copies of third-party invoices and copies of Seller’s books and records applicable thereto, and (ii) all estimated payments of Additional Rents received by Seller from Space Tenants with respect to the estimated Closing Indebtedness Amount (the “Estimated Closing Indebtedness Amount”), (iii) the estimated Closing Cash Amount (the “Estimated Closing Cash Amount”), (iv) the estimated Transaction Expenses (the “Estimated Transaction Expense Amount”), and (v) the Aggregate Cash Consideration calculated based on such estimated amounts (including the component pieces thereof) (the “Estimated Closing Statement”), in each case, accompanied by reasonably detailed back-up documentation for such calculations. The Company shall prepare the Estimated Closing Statement in accordance with the applicable definitions in this Agreement and with GAAP, in accordance with the Company’s past practices (including the methodologies applied in the preparation portion of the Financials). The Company shall make available to Parent and its Representatives the books and records used in preparing the Estimated Closing Statement and reasonable access (on prior notice and during business hours) to employees of the Company as Parent may reasonably request in connection with its review of such statements, and will otherwise cooperate in good faith with Parent’s and its Representatives review of such statements and shall take into consideration in good faith any comments of Parent on the Estimated Closing Statement, as applicable. The Estimated Closing Working Capital Adjustment Amount, the Estimated Closing Indebtedness Amount, the Estimated Closing Cash Amount, and the Estimated Closing Transaction Expense Amount set forth in the Estimated Closing Statement will be used for purposes of calculating the Aggregate Cash Consideration at the Closing (which calculation shall be subject to adjustment pursuant to, and in accordance with, the terms of this Section 2.9). Notwithstanding the foregoing, in no event will any of Parent’s rights be considered waived, impaired or otherwise limited as a result of Parent not making an objection 2014 calendar year occurring prior to the Closing or its making an objection that is not fully implemented in a revised Estimated Closing Statement, as applicableClosing.

Post-Closing Reconciliation. (a) At least three Certain Delayed Prorations. If any Tenants are required to pay Additional Rents or percentage rents, then, with respect to those Additional Rents for the 2016 calendar year which are not finally adjusted between the landlord and Tenant under any Lease until after the preparation of the Preliminary Proration Statement pursuant to Section 8.1(a) above, and for those percentage rents which have not been finally determined for the 2016 calendar year (3or other applicable fiscal year under any Lease for the measurement of percentage rents during which the Closing occurs), Buyer shall submit to Seller, no later than March 31, 2017, an unaudited statement for the Property (a “Supplemental Proration Statement”) Business Days covering any such Additional Rents or any other items which have been finally adjusted between Buyer and such Tenants for the 2016 calendar year (provided that if percentage rents are measured over a different fiscal year a separate Supplemental Proration Statement shall be delivered ninety (90) days after the end of such fiscal year), containing a calculation of the prorations of such Additional Rents and such other items, prepared based on the principles set forth in Section 8.1(a) above, provided that in making such adjustment, (i) with respect to Additional Rents, the proration shall be made in proportion to the relative amounts of Additional Rents due Buyer and Seller based on the amounts of the charges incurred by each of them during their respective periods of ownership that are payable by the Tenants as Additional Rents under their respective Leases, and (ii) with respect to percentage rents, the aggregate amount of percentage rents payable for the entire 2016 calendar year (or other applicable fiscal year under any Lease for the measurement of percentage rents during which the Closing occurs), shall be prorated based on the number of days the Property is owned by Seller and the number of days the Property is owned by Buyer during such year. In order to enable Buyer to make any year-end reconciliations of Additional Rents with Tenants for the 2016 calendar year, following the Closing, Seller shall deliver to Buyer a final statement of (i) all operating expenses for the Property which are actually paid by Seller and permitted to be passed through to Tenants as Additional Rents pursuant to the terms of each Tenant’s respective Lease, with respect to the portion of the 2016 calendar year occurring prior to the Closing Date, the Company shall deliver to Parent its good faith calculation of (i) the estimated Closing Working Capital Adjustment Amount (the “Estimated Closing Working Capital Adjustment AmountSeller’s 2016 Actual Operating Expenses”), together with copies of all documentation evidencing Seller’s 2016 Actual Operating Expenses, including copies of third-party invoices and copies of Seller’s books and records applicable thereto, and (ii) all estimated payments of Additional Rents received by Seller from Tenants with respect to the estimated Closing Indebtedness Amount (the “Estimated Closing Indebtedness Amount”), (iii) the estimated Closing Cash Amount (the “Estimated Closing Cash Amount”), (iv) the estimated Transaction Expenses (the “Estimated Transaction Expense Amount”), and (v) the Aggregate Cash Consideration calculated based on such estimated amounts (including the component pieces thereof) (the “Estimated Closing Statement”), in each case, accompanied by reasonably detailed back-up documentation for such calculations. The Company shall prepare the Estimated Closing Statement in accordance with the applicable definitions in this Agreement and with GAAP, in accordance with the Company’s past practices (including the methodologies applied in the preparation portion of the Financials). The Company shall make available to Parent and its Representatives the books and records used in preparing the Estimated Closing Statement and reasonable access (on prior notice and during business hours) to employees of the Company as Parent may reasonably request in connection with its review of such statements, and will otherwise cooperate in good faith with Parent’s and its Representatives review of such statements and shall take into consideration in good faith any comments of Parent on the Estimated Closing Statement, as applicable. The Estimated Closing Working Capital Adjustment Amount, the Estimated Closing Indebtedness Amount, the Estimated Closing Cash Amount, and the Estimated Closing Transaction Expense Amount set forth in the Estimated Closing Statement will be used for purposes of calculating the Aggregate Cash Consideration at the Closing (which calculation shall be subject to adjustment pursuant to, and in accordance with, the terms of this Section 2.9). Notwithstanding the foregoing, in no event will any of Parent’s rights be considered waived, impaired or otherwise limited as a result of Parent not making an objection 2016 calendar year occurring prior to the Closing or its making an objection that is not fully implemented in a revised Estimated Closing Statement, as applicableClosing.

Post-Closing Reconciliation. (a) At least three Certain Delayed Prorations. If any Tenants are required to pay Additional Rents or percentage rents, then, with respect to those Additional Rents for the 2016 calendar year which are not finally adjusted between the landlord and Tenant under any Lease until after the preparation of the Preliminary Proration Statement pursuant to Section 8.1(a) above , and for those percentage rents which have not been finally determined for the 2016 calendar year (3or other applicable fiscal year under any Lease for the measurement of percentage rents during which the Closing occurs), Buyer shall submit to Seller, no later than April 30, 2017, an unaudited statement for the Property (a “Supplemental Proration Statement”) Business Days covering any such Additional Rents or any other items which have been finally adjusted between Buyer and such Tenants for the 2016 calendar year (provided that if percentage rents are measured over a different fiscal year a separate Supplemental Proration Statement shall be delivered ninety (90) days after the end of such fiscal year), containing a calculation of the prorations of such Additional Rents and such other items, prepared based on the principles set forth in Section 8.1(a) above , provided that in making such adjustment, (i) with respect to Additional Rents, the proration shall be made in proportion to the relative amounts of Additional Rents due Buyer and Seller based on the amounts of the charges incurred by each of them during their respective periods of ownership that are payable by the Tenants as Additional Rents under their respective Leases, and (ii) with respect to percentage rents, the aggregate amount of percentage rents payable for the entire 2016 calendar year (or other applicable fiscal year under any Lease for the measurement of percentage rents during which the Closing occurs), shall be prorated based on the number of days the Property is owned by Seller and the number of days the Property is owned by Buyer during such year. In order to enable Buyer to make any year-end reconciliations of Additional Rents with Tenants for the 2016 calendar year, following the Closing, Seller shall deliver to Buyer a final statement of (i) all operating expenses for the Property which are actually paid by Seller and permitted to be passed through to Tenants as Additional Rents pursuant to the terms of each Tenant’s respective Lease, with respect to the portion of the 2016 calendar year occurring prior to the Closing Date, the Company shall deliver to Parent its good faith calculation of (i) the estimated Closing Working Capital Adjustment Amount (the “Estimated Closing Working Capital Adjustment AmountSeller’s 2016 Actual Operating Expenses”), together with copies of all documentation evidencing Seller’s 2016 Actual Operating Expenses, including copies of third-party invoices and copies of Seller’s books and records applicable thereto, and (ii) all estimated payments of Additional Rents received by Seller from Tenants with respect to the estimated Closing Indebtedness Amount (portion of the “Estimated Closing Indebtedness Amount”)2016 calendar year occurring prior to the Closing. If Additional Rents for the 2015 calendar year have not finally adjusted between Seller and any Tenant as of the Closing, (iii) Seller shall retain all rights and obligations with respect to the estimated Closing Cash Amount (the “Estimated Closing Cash Amount”), (iv) the estimated Transaction Expenses (the “Estimated Transaction Expense Amount”), and (v) the Aggregate Cash Consideration calculated based on such estimated amounts (including the component pieces thereof) (the “Estimated Closing Statement”), in each case, accompanied by reasonably detailed back-up documentation for such calculations. The Company shall prepare the Estimated Closing Statement in accordance adjustment thereof directly with the applicable definitions in this Agreement and with GAAPTenant following the Closing, in accordance with the Company’s past practices (including the methodologies applied in the preparation of the Financials). The Company shall make available to Parent and its Representatives the books and records used in preparing the Estimated Closing Statement and reasonable access (on prior notice and during business hours) to employees of the Company as Parent may reasonably request in connection with its review of such statements, and will otherwise cooperate in good faith with Parent’s and its Representatives review of such statements and shall take into consideration in good faith any comments of Parent on the Estimated Closing Statement, as applicable. The Estimated Closing Working Capital Adjustment Amount, the Estimated Closing Indebtedness Amount, the Estimated Closing Cash Amount, and the Estimated Closing Transaction Expense Amount set forth in the Estimated Closing Statement will be used for purposes of calculating the Aggregate Cash Consideration at the Closing (which calculation shall be subject to adjustment pursuant to, and in accordance with, the terms provisions of this Section 2.9)8.1(e) above . Notwithstanding Without limiting the generality of the foregoing, in no event will any of Parent’s rights be considered waived, impaired or otherwise limited as a result of Parent not making an objection prior but subject to the Closing or its making an objection that is not fully implemented in a revised Estimated Closing Statementprovisions of Section 8.1(e) above , as applicableSeller shall retain all rights to xxxx and collect any additional amounts owing by any Tenant with respect to Additional Rents for the 2015 calendar year, and shall remain obligated to pay any refund owing to any Tenant for overpayment of Additional Rents for the 2015 calendar year.

Post-Closing Reconciliation. (a) At least three (3) Business Days prior to the Closing Date, the Company shall deliver to Parent its good faith calculation of (i) the estimated Closing Working Capital Adjustment Amount (the “Estimated Closing Working Capital Adjustment Amount”), (ii) the estimated Closing Indebtedness Amount (the “Estimated Closing Indebtedness Amount”), (iii) the estimated Closing Cash Amount (the “Estimated Closing Cash Amount”), (iv) the estimated Transaction Closing Third Party Expenses (the “Estimated Transaction Expense AmountClosing Third Party Expenses”), and (v) the Aggregate Cash Total Merger Consideration calculated based on such estimated amounts (including the component pieces thereof) (the “Estimated Closing Statement”), in each case, accompanied by reasonably detailed back-up documentation for such calculations. The Company shall prepare the Estimated Closing Statement in accordance with the applicable definitions in this Agreement and with GAAP and, solely to the extent consistent with GAAP, in accordance with the Company’s past practices (including the methodologies applied in the preparation of the Financials); provided that if there is any inconsistency between GAAP and the definitions in this Agreement relating to the items to be set forth on the Estimated Closing Statement, the definitions shall control. The Company shall make available to Parent and its Representatives the books and records used in preparing the Estimated Closing Statement and reasonable access (on prior notice and during business hours) to employees of the Company as Parent may reasonably request in connection with its review of such statements, and will otherwise cooperate in good faith with Parent’s and its Representatives review of such statements and shall take into consideration in good faith any comments of Parent on the Estimated Closing Statement, as applicable. The Company may revise the Estimated Closing Statement prior to the Closing to reflect any comments from Parent and to make any other changes thereto required to update or correct the information set forth therein. The Estimated Closing Working Capital Adjustment Amount, the Estimated Closing Indebtedness Amount, the Estimated Closing Cash Amount, and the Estimated Closing Transaction Expense Amount Third Party Expenses set forth in the Estimated Closing Statement Statement, after giving effect to any revisions thereto contemplated by this Section 2.9, will be used for purposes of calculating the Aggregate Cash Total Merger Consideration at the Closing (which calculation shall be subject to adjustment pursuant to, and in accordance with, the terms of this Section 2.9). Notwithstanding the foregoing, in no event will any of Parent’s rights be considered waived, impaired or otherwise limited as a result of Parent not making an objection prior to the Closing or its making an objection that is not fully implemented in a revised Estimated Closing Statement, as applicable.

Post-Closing Reconciliation. (a) At least three five (35) Business Days prior to the Closing Date, the Company shall deliver to Parent its good faith calculation of (i) the estimated Closing Working Capital Adjustment Amount (the “Estimated Closing Working Capital Adjustment Amount”), (ii) the estimated Closing Indebtedness Amount (the “Estimated Closing Indebtedness Amount”), (iii) the estimated Closing Cash Amount (the “Estimated Closing Cash Amount”), (iv) the estimated Transaction Expenses (the “Estimated Transaction Expense Amount”), and (v) the Aggregate Cash Total Merger Consideration calculated based on such estimated amounts (including the component pieces thereof) (the “Estimated Closing Statement”), in each case, accompanied by reasonably detailed back-up documentation for such calculations. The Company shall prepare the Estimated Closing Statement Statement, including the respective components thereof set forth in this Section 2.9(a)(i)-(v), in accordance with the applicable definitions in this Agreement and with GAAP, in accordance with the Company’s past practices (including the except for such deviations from GAAP or other methodologies applied in the preparation of the Financials). as expressly set forth on Schedule E. The Company shall make available to Parent and its Representatives the books and records used in preparing the Estimated Closing Statement and reasonable access (on prior notice and during business hours) to employees of the Company as Parent may reasonably request in connection with its review of such statements, and will otherwise cooperate in good faith with Parent’s and its Representatives review of such statements and shall take into consideration in good faith any comments of Parent on the Estimated Closing Statement, as applicable. The Estimated Closing Working Capital Adjustment Amount, the Estimated Closing Indebtedness Amount, the Estimated Closing Cash Amount, and the Estimated Closing Transaction Expense Amount set forth in the Estimated Closing Statement will be used for purposes of calculating the Aggregate Cash Total Merger Consideration at the Closing (which calculation shall be subject to adjustment pursuant to, and in accordance with, the terms of this Section 2.9). Notwithstanding the foregoing, in no event will any of Parent’s rights be considered waived, impaired or otherwise limited as a result of Parent not making an objection prior to the Closing or its making an objection that is not fully implemented in a revised Estimated Closing Statement, as applicable.