Tenant Reconciliations and Post-Closing Adjustments Sample Clauses

Tenant Reconciliations and Post-Closing Adjustments. After year-end (or any other applicable period as Transferee may reasonably determine) adjustments with Tenants under Leases for Operating Expense Pass-Throughs and receipt of final tax and other bills, the parties shall cause the property manager under the Property Management Agreement to prepare and present to Transferee and Transferor a calculation of the reproration of such Operating Expense Pass-Throughs, taxes and other items, based upon the actual amount of such items charged to or received by the parties for the year or other applicable fiscal period. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment to Transferee and Transferor of such calculation. Each party may inspect the other party’s (and its affiliates’) books and records related to any Property to confirm the calculation. Either party shall be entitled to a post-Closing adjustment for any incorrect proration or adjustment. No other expense related to the ownership or operation of any Property shall be charged to or paid or assumed by Transferee, whether allocable to any period before or after the Closing, other than those obligations expressly assumed by Transferee.
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Tenant Reconciliations and Post-Closing Adjustments. After year-end --------------------------------------------------- (or other applicable period) adjustments with tenants under Leases for Operating Expense Pass-Throughs and receipt of final tax and other bills, the Partnership shall prepare and present to the Contributors or the Title Holding Entities or their respective Equity Holders a calculation of the reproration of such Operating Expense Pass-Throughs, taxes (to the extent provided herein) and other items, based upon the actual amount of such items charged to or received by the parties for the year or other applicable fiscal period. The parties shall make the appropriate adjusting payment between them within 30 days after presentment to the Contributors or the Title Holding Entities or their respective Equity Holders of the Partnership's calculation. The Contributors or the Title Holding Entities or their respective Equity Holders may inspect the Partnership's books and records related to the Properties to confirm the calculation. Appropriate post-Closing reconciliations and adjustments shall be made for any incorrect proration or adjustment. All post-Closing reconciliations and adjustments between the parties shall be paid in cash. 11.3
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Tenant Reconciliations and Post-Closing Adjustments. Within 60 days after Closing, Seller shall prepare and present to Purchaser a calculation of Operating Expense Pass-throughs for Seller's period of ownership. Such final calculation shall include supporting documentation of Seller's calculations and base year determinations (if applicable). Purchaser shall have 30 days from receipt, to review said calculations of Operating Expense Pass-throughs. If Seller collected payments of Operating Expense Pass-throughs in excess of any tenant's share of such expenses, Purchaser shall receive payment for the excess. If Seller under-collected payments of Operating Expense Pass-throughs for any tenant's share of such expenses, Seller shall receive a payment from Purchaser for the deficiency if, as and when Purchaser receives such payment from the applicable tenant in accordance with the provisions of Paragraph 6.1(b) hereof, provided Purchaser shall diligently pursue the collection of the same. If a tenant becomes entitled to a refund for any overpayment of Operating Expense Pass-throughs for Seller's period of ownership, Seller shall promptly make the refund payment to such tenant, provided Seller has not previously paid such sum to Purchaser pursuant to this Paragraph 6.2.
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Tenant Reconciliations and Post-Closing Adjustments. On or before the date that is one (1) year after the Closing (the “Reconciliation Date”), Buyer shall prepare and present to Seller a calculation of the proration of operating expense pass-throughs and other items based upon the actual amount of such items charged to or received by the parties for their period of ownership in 2011. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment to Seller of Buyer’s calculation. Seller may inspect Buyer’s books and records related to the Property to confirm the calculation. Such adjusting payment shall be considered final and no additional post-Closing adjustment for any incorrect proration or adjustment shall be made. To the extent that there is insufficient information on the Reconciliation Date to accurately complete the proration of income and expense, Buyer shall prepare and present to Seller a calculation of operating expense and real property taxes pass-throughs under the Leases and other items based upon the actual amount of such items charged to or received by the parties for their period of ownership on or before the Reconciliation Date.
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Tenant Reconciliations and Post-Closing Adjustments. Within ninety (90) days after the later to occur of: (a) the end of any applicable lease year upon which percentage rents are determined pursuant to Paragraph (c) above; and (b) fiscal year end (or other applicable period) when adjustments with tenants under Leases for Operating Expense Pass-Throughs and receipt of final tax and other bills have been made; Purchaser shall prepare and present to Seller a calculation of the re-proration of such percentage rents, Operating Expense Pass-Throughs, taxes and other items, based upon the actual amount of such items charged to or received by the parties for the year or other applicable fiscal period. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment to Seller of Purchaser's calculation and Purchaser shall be entitled to retain any under payment sums as and when collected by Purchaser from the Tenants. Seller may inspect and copy Purchaser's books and records related to the Property to confirm the calculation. Purchaser shall retain such books and records and make them available to Seller for Seller's inspection for up to three (3) years after the applicable Closing Date. Purchaser shall also cause its property manager to make its books and records available to Seller for such three (3) year period for purposes of calculating, reconciling and verifying such information. Purchaser may inspect Seller's books and records related to any pre-Closing period necessary for Purchaser to calculate the reconciliation between Seller and Purchaser as contemplated by this paragraph. Either party shall be entitled to a post-Closing adjustment for any incorrect proration or adjustment.
Sample 1
Tenant Reconciliations and Post-Closing Adjustments. After year-end (or other applicable period) adjustments with tenants under Leases for Operating Expense Pass-Throughs and receipt of final tax, other bills and lease payments, the Partnership shall prepare and present to the Contributors a calculation of the reproration of such Operating Expense Pass-Throughs, taxes (to the extent provided herein) and other items including lease payments, based upon the actual amount of such items charged to or received by the parties for the year or other applicable fiscal period. The parties shall make the appropriate adjusting payment between them within 30 days after presentment to the Contributors of the Partnership's calculation. The Contributors may inspect the Partnership's books and records related to the Properties to confirm the calculation. Appropriate post-Closing reconciliations and adjustments shall be made for any incorrect proration or adjustment. All post-Closing reconciliations and adjustments between the parties shall be paid in cash. No expense related to the ownership or operation of the Property shall be charged to or paid or assumed by the Partnership, whether allocable to any period before or after Closing, other than those obligations expressly assumed by the Partnership.
Sample 1
Tenant Reconciliations and Post-Closing Adjustments. After year-end (or other applicable period) adjustments with tenants under Leases for Operating Expense Pass-throughs and receipt of final tax and other bills, Purchaser shall prepare and present to Seller a calculation of the reproration of such Operating Expense Pass-throughs, taxes and other items, based upon the actual amount of such items charged to or received by the parties for the year or other applicable fiscal period. The parties shall make the appropriate adjusting payment between them within 30 days after presentment to Seller of Purchaser's calculation. Seller may inspect Purchaser's books and records related to the Property to confirm the calculation. Either party shall be entitled to a post-Closing adjustment for any incorrect proration or adjustment. No other expense related to the ownership or operation of the Property shall be charged to or paid or assumed by Purchaser, whether allocable to any period before or after the Closing, other than those obligations expressly assumed by Purchaser.
Sample 1
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Tenant Reconciliations and Post-Closing Adjustments. The prorations to be made in accordance with this Section 8.4 shall be adjusted, if necessary, and completed after the Closing Date as soon as final information becomes available as the basis for such prorations, but in no event later than one hundred twenty (120) days after the Closing Date after which time the parties shall have no further obligation to make adjustments; provided, however, within ninety (90) days after the end of the calendar year in which the Closing occurs, Buyer shall prepare and present to Sellers for their review and approval, which approval or disapproval must be given within ten (10) business days after Sellers’ receipt or Sellers will be deemed to have approved the calculation, a calculation of the proration of operating expense pass-throughs and other items, payable under the Leases based upon the actual amount of such items charged to or received by the parties for the preceding calendar year. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment to Sellers of Buyer’s calculation. Sellers may inspect Buyer’s books and records related to the Property to confirm the calculation. Either party shall be entitled to a post-Closing adjustment for any incorrect proration or adjustment. The obligations of Buyer and Sellers under this section 8.5 shall survive Closing.
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Related to Tenant Reconciliations and Post-Closing Adjustments

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.

  • Post-Closing Adjustments As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event

  • Closing Adjustments To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

  • Prorations and Adjustments The following shall be prorated and adjusted between Seller and Purchaser as of the day of the Closing, except as otherwise specified:

  • Reconciliation and Final Payment Seller and Buyer shall reasonably cooperate after Closing to make a final determination of the allocations and prorations required under this Contract within one hundred eighty (180) days after the Closing Date. Upon the final reconciliation of the allocations and prorations under this Section, the party which owes the other party any sums hereunder shall pay such party such sums within ten (10) days after the reconciliation of such sums. The obligations to calculate such prorations, make such reconciliations and pay any such sums shall survive the Closing.

  • Post-Closing Adjustment (i) Within sixty (60) days following the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review period.

  • CLOSING COSTS AND ADJUSTMENTS All adjustments are made as of settlement date.

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

  • Closing Adjustment Not less than three (3) Business Days prior to the anticipated Closing Date, Sellers shall provide Purchasers with a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates (the “Closing Estimates”) of each of (i) the Closing Working Capital (the “Estimated Closing Working Capital”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”); (iii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each of the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled to review, and propose reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Fees.

  • Statement Regarding Adjustments Whenever the Exercise Price or the number of Shares into which this Warrant is exercisable shall be adjusted as provided in Section 13, the Company shall forthwith file at the principal office of the Company a statement showing in reasonable detail the facts requiring such adjustment and the Exercise Price that shall be in effect and the number of Shares into which this Warrant shall be exercisable after such adjustment, and the Company shall also cause a copy of such statement to be sent by mail, first class postage prepaid, to each Warrantholder at the address appearing in the Company’s records.

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