THE CLOSING STATEMENT AT LEAST THREE (3) BUSINESS DAY PRIOR TO
THE CLOSING DATE, AND, THEREAFTER, SHALL ENDEAVOR TO FINALIZE THE CLOSING
STATEMENT AS SOON AS IS PRACTICALLY POSSIBLE PRIOR TO THE CONSUMMATION OF THE
CLOSING.
IN THE EVENT, ON THE CLOSING DATE, THE PRECISE FIGURES NECESSARY FOR
ANY OF THE FOREGOING ADJUSTMENTS ARE NOT CAPABLE OF DETERMINATION, THEN, THOSE
ADJUSTMENTS SHALL BE MADE ON THE BASIS OF GOOD FAITH ESTIMATES OF THE SELLERS
AND THE PURCHASER USING CURRENTLY AVAILABLE INFORMATION AND THE AMOUNT OF THE
ADJUSTMENTS AND PRORATIONS REFLECTED IN THE CLOSING STATEMENT SHALL BE SUBJECT
TO FURTHER ADJUSTMENT IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AS AND WHEN
COMPLETE AND ACCURATE INFORMATION BECOMES AVAILABLE.
SUBJECT TO SECTION 8.4(H)
AND SECTION 8.4(I), THE SELLERS AND THE PURCHASER AGREE TO COOPERATE AND USE
THEIR BEST EFFORTS TO MAKE SUCH ADJUSTMENTS AS SOON AS POSSIBLE.
ANY NET
ADJUSTMENT IN FAVOR OF THE PURCHASER SHALL BE CREDITED AGAINST THE PURCHASE
PRICE AT THE CLOSING.
ANY NET ADJUSTMENT IN FAVOR OF THE SELLERS SHALL BE PAID
(IN IMMEDIATELY AVAILABLE FEDERAL FUNDS) AT THE CLOSING BY THE PURCHASER.
A
COPY OF A CLOSING STATEMENT AGREED UPON BY THE SELLERS AND THE PURCHASER SHALL
BE EXECUTED BY THE SELLERS AND THE PURCHASER AND DELIVERED TO THE ESCROW AGENT
AT THE CLOSING.
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(B)
REAL ESTATE TAXES AND ASSESSMENTS.
(I)
PRORATION OF REAL ESTATE TAXES AT CLOSING.
ALL REAL ESTATE TAXES
FOR THE FISCAL TAX YEAR IN WHICH THE CLOSING OCCURS SHALL BE PRORATED AND
ADJUSTED AS OF THE CLOSING DATE AS AN ADJUSTMENT AT CLOSING, WHICH ADJUSTMENT
SHALL BE BASED ON THE THEN CURRENT TAX BILLS.
REAL ESTATE TAXES SHALL BE
ADJUSTED AS PART OF THE ADJUSTMENT MADE FOR PROPERTY EXPENSES UNDER
SECTION 8.4(C)(IV).
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN,
IN NO EVENT SHALL THERE BE ANY ADJUSTMENT FOR REAL ESTATE TAXES RELATING TO THE
PROPERTIES LISTED ON EXHIBIT FF ATTACHED HERETO.
(II)
POST-CLOSING SUPPLEMENTAL TAXES.
IN NO EVENT SHALL THE SELLERS
BE CHARGED WITH OR RESPONSIBLE FOR ANY INCREASE IN REAL ESTATE TAXES RESULTING
FROM ANY IMPROVEMENTS MADE OR LEASES ENTERED INTO ON OR AFTER THE CLOSING.
(III)
POST-CLOSING REFUNDS OF TAXES.
ANY REFUNDS OF REAL ESTATE TAXES
MADE AFTER THE CLOSING RELATING TO ANY PERIOD PRIOR TO THE CLOSING DATE SHALL BE
PAID TO (X) SUBJECT TO THE TERMS OF THE APPLICABLE LEASE DOCUMENTS, THE
APPLICABLE TENANT THAT LEASES THE APPLICABLE PROPERTY, IF SUCH REAL ESTATE TAXES
WERE ACTUALLY PAID BY SUCH TENANT (DIRECTLY OR AS PART OF ITS ADDITIONAL RENT
PAYMENTS UNDER ITS LEASE) AND (Y) IN ALL OTHER INSTANCES, THE PURCHASER.
(IV)
PENDING TAX PROCEEDINGS.
WITH RESPECT TO ANY PROCEEDING TO
DETERMINE (OR APPEAL) THE ASSESSED VALUE OF ANY PROPERTY OR THE REAL ESTATE
TAXES PAYABLE WITH RESPECT TO ANY PROPERTY (EACH A "PROPERTY TAX PROCEEDING")
FOR ANY TAX PERIOD OCCURRING, IN WHOLE OR IN PART, PRIOR TO THE CLOSING DATE
THAT HAS BEEN COMMENCED BEFORE THE DATE HEREOF AND SHALL BE CONTINUING AS OF THE
CLOSING