Final Adjustment After Closing. If final bills are not available or cannot be issued prior to Closing for any item being prorated under Section 8.1, then Purchaser and Seller agree to allocate such items on a fair and equitable basis as soon as such bills are available, final adjustment to be made as soon as reasonably possible after the Closing. Payments in connection with the final adjustment shall be due within thirty (30) days of written notice. All such rights and obligations shall survive the Closing.
Final Adjustment After Closing. If final prorations cannot be made at the Closing for any item being prorated under this Section 2.5 (other than Real Estate Taxes, which shall be adjusted and reconciled in accordance with Section 2.5(c) above and which shall not be subject to this Section 2.5(h)), then Buyers and Sellers agree to allocate such items on a fair and equitable basis as soon as invoices or bills are available and applicable reconciliation with tenants have been completed, with final adjustment to be made as soon as reasonably possible after the Closing (but in no event later than one hundred twenty (120) days after the Closing, except that reprorations of expenses and charges subject to a yearend reconciliation shall be made within thirty (30) days following receipt of the actual xxxx for the year in which Closing occurs for each Property), to the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownership. Payments in connection with the final adjustment shall be due no later than thirty (30) days after the 120-day period referenced above. Buyer shall use commercially reasonable efforts to cooperate with Sellers and provide Sellers with supporting documentation to confirm the final prorations for a period of one hundred twenty (120) days after the Closing other than with respect to expenses requiring yearend reconciliation which obligation shall survive for one (1) year after the Closing. Notwithstanding anything to the contrary stated in this Section 2.5, except for adjustments relating to Real Estate Taxes (which shall be governed by the terms of Section 2.5(c) rather than this Section 2.5(h)), and except for any post-Closing prorations determined and paid within one hundred twenty (120) days or one (1) year after the Closing as set forth above, all prorations made under this Section 2.5 shall be final as of the Closing and shall not be subject to further adjustment after the Closing.
Final Adjustment After Closing. If final prorations cannot be made at Closing for any item being prorated under Paragraph 6.1, including Taxes, then Purchaser and Seller agree to allocate such items on a fair and equitable basis as soon as invoices or bills are available, with final adjustment to be made as soon as reasonably possible after the Closing, to the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownership. Payments in connection with the final adjustment shall be due within 30 days of written notice. Seller shall have reasonable access to, and the right to inspect and audit, Purchaser’s books to confirm the final prorations.
Final Adjustment After Closing. If final prorations are not made at Closing for any item required to be prorated under Section 8.1, including Property Taxes, then Seller and Buyer agree to allocate such items on a fair and equitable basis in a final adjustment to be made promptly after December 31, 2006, to the effect that income and expenses are received and paid by Seller and Buyer on an accrual basis (provided that real property taxes shall be adjusted on the same basis upon which the Seller acquired the Property) with respect to the periods before and after the Closing Date, respectively. Payments in connection with the final adjustment shall be due within 30 days of written notice. Seller shall have reasonable access to, and the right to inspect, the books of Buyer. If by way of a tenant audit of Operating Expenses or otherwise it is determined that a tenant under a Lease is entitled to reimbursement for an Operating Expense collected under its Lease, the portion of such reimbursement attributable to the period prior to the Closing shall be for the account of Seller and shall be either paid by Seller to such tenant or promptly reimbursed by Seller to Buyer if previously paid by Buyer to such tenant. If any such tenant audit results in a payment to be made by such tenant and such payment is attributable to a period prior to the Closing, such payment shall be for the account of Seller.
Final Adjustment After Closing. If final prorations cannot be made at the Close of Escrow for any item being prorated under this SECTION 10, then, provided Buyer or Seller identify any such proration ("POST CLOSING PRORATION") in writing before the Close of Escrow, Buyer and Seller agree to allocate such items on a fair and equitable basis as soon as invoices or bills are available and applicable reconciliation with the tenant have been completed, with final adjustment to be made as soon as reasonably possible after the Close of Escrow (but in no event later than forty-five (45) days after the Close of Escrow, except that adjustments arising from any tax protest under SECTION 10.3 or from Percentage Rents under SECTION 10.8 hereof shall not be subject to such 45 day limitation, but shall be made as soon as reasonably possible), to the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownership. Payments in connection with the final adjustment shall be due no later than forty-five (45) days after the Close of Escrow, except that adjustments arising from any tax protest under SECTION 10.3 or relating to Percentage Rents under SECTION 10.8 hereof shall not be subject to such 45 day limitation, but shall be made as soon as reasonably possible. Seller shall have reasonable access to, and the right to inspect and audit, Buyer's books to confirm the final prorations for a period of one (1) year after the Close of Escrow. Notwithstanding anything to the contrary stated in this SECTION 10, except for any reconciliation arising out of a tax protest under SECTION 10.3 hereof, or arising out of Percentage Rents under SECTION 10.8 hereof, and except for any Post Closing Prorations (which must be determined and paid within forty-five (45) days after the Close of Escrow), all prorations made under this SECTION 10 shall be final as of the Close of Escrow and shall not be subject to further adjustment (whether due to an error or for any other reason) after the Close of Escrow.
Final Adjustment After Closing. If final prorations cannot be made at Closing for any item being prorated under this Section 4.4, then Buyer and the Seller agree to allocate such items on an accrual basis as soon as the necessary invoices or bills are available for purposes of a final computation of prorations and applicable reconciliation with tenants have been completed, with a final adjustment of prorations to be made no later than sixty (60) days after the Closing Date. Income and expenses shall be received and paid by the parties on an accrual basis with respect to their period of ownership. Payments in connection with the final adjustment shall be due in cash within thirty (30) days of written notice of such final adjustment amount. Each party shall have reasonable access to, and the right to inspect and audit the other party’s supporting documentation to confirm the final prorations; provided at least five (5) business days advance notice is given by the auditing party to the audited party. To the extent that water consumption or other utility charges may constitute a lien against the Real Property, the Seller agrees that an appropriate amount with respect to accrued but unpaid charges for water consumption or other utility charges may be held in escrow by the Title Company in connection with its issuance of a title insurance policy to Buyer.
Final Adjustment After Closing. If final prorations of special assessments, if any, or ad valorem taxes relating to pre-Closing issues/events cannot be made at the Closing, then, provided Buyer or Seller identify any such proration (“Post Closing Proration”) in writing before the Closing, Buyer and Seller agree to allocate such items on a fair and equitable basis as soon as invoices or bills are available, with final adjustment to be made as soon as reasonably possible after the Closing.
Final Adjustment After Closing. If final prorations cannot be made at Closing for any item being prorated under this Paragraph 7.1, then Purchaser and Seller agree to allocate such items on a fair and equitable basis as soon as invoices or bills are available and applicable reconciliations with tenants have been completed, with final adjustment to be made as soon as reasonably possible after the Closing but no later than 120 days after the Closing, to the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownership. Payments in connection with the final adjustment shall be due within 10 days of written notice. Seller and Purchaser shall have reasonable access to, and the right to inspect and audit, the other’s books to confirm the final prorations.
Final Adjustment After Closing. If final bills are not available or cannot be issued prior to Closing for any item being prorated under Section 6.6.1, then the parties agree to allocate such items on a fair and equitable basis in accordance with Section 6.6.1 as soon as such bills are available, final adjustment to be made as soon as reasonably possible after the Closing; provided, however, such final adjustment shall be made by the date which is sixty (60) days after the Closing. Payments in connection with the final adjustment shall be due within thirty (30) days of written notice. This Section 6.6.2 shall survive the Closing and the recordation of the Deed.
Final Adjustment After Closing. If final prorations cannot be made at Closing for any item being prorated under this Section 6.1 or if any of the aforesaid prorations were calculated inaccurately, then Buyer and Seller agree to allocate such items on a fair and equitable basis as soon as reasonably possible after the Closing Date, to the effect that income and expenses are received and paid by the parties on a cash basis with respect to their period of ownership. Payments in connection with the final adjustment shall be due within 30 days of written notice. The parties shall have reasonable access to, and the right to inspect and audit, the other party’s books to confirm the final prorations. Seller shall not, however, be charged for any increase in Operating Costs or real estate taxes due to increased costs or reassessments incurred by Buyer in respect of such subsequent to the Closing.
