THAT IN WHICH THE CLOSING OCCURS.
IF
THE AMOUNT OF TENANT REIMBURSEMENTS COLLECTED BY SELLER FOR SUCH PRIOR YEARS IS
LESS THAN THE AMOUNT OF TENANT REIMBURSABLE EXPENSES PAID BY SELLER FOR SUCH
PERIOD (OR LESS THAN THE AMOUNT WHICH SELLER IS ENTITLED TO RECOVER UNDER THE
TERMS OF THE LEASES), THEN SELLER SHALL BE ENTITLED TO BILL SUCH TENANTS
DIRECTLY AND RETAIN ANY SUCH AMOUNTS DUE FROM TENANTS.
IF THE AMOUNT OF TENANT
REIMBURSEMENTS COLLECTED BY SELLER FOR SUCH PRIOR CALENDAR YEAR EXCEEDS THE
AMOUNT OF TENANT REIMBURSABLE EXPENSES PAID BY SELLER WITH RESPECT TO SUCH
PERIOD (OR THE AMOUNT WHICH SELLER IS ENTITLED TO RECOVER UNDER THE TERMS OF THE
LEASES), THEN, TO THE EXTENT REQUIRED UNDER THE TERMS OF THE LEASES, SELLER
SHALL REMIT SUCH EXCESS AMOUNTS TO THE APPLICABLE TENANTS.
IN CONNECTION WITH
THE FOREGOING, SELLER SHALL BE PERMITTED TO MAKE AND RETAIN COPIES OF ALL LEASES
AND ALL BILLINGS CONCERNING TENANT REIMBURSEMENTS FOR SUCH PRIOR YEARS, AND
PURCHASER COVENANTS AND AGREES TO PROVIDE SELLER WITH REASONABLE ACCESS TO THE
BOOKS AND RECORDS PERTAINING TO SUCH TENANT REIMBURSEMENTS, AND TO OTHERWISE
COOPERATE WITH SELLER (AT NO COST TO PURCHASER) FOR THE PURPOSE OF ENABLING
SELLER TO ADEQUATELY RESPOND TO ANY CLAIM BY TENANTS FOR REIMBURSEMENT OF TENANT
REIMBURSEMENTS PREVIOUSLY PAID BY SUCH TENANTS.
4.5
RESERVATION OF RIGHTS TO CONTEST.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THIS AGREEMENT, SELLER RESERVES THE RIGHT TO MEET WITH
GOVERNMENTAL OFFICIALS AND TO CONTEST ANY REASSESSMENT OR ASSESSMENT OF THE
PROPERTY OR ANY PORTION THEREOF AND TO ATTEMPT TO OBTAIN A REFUND FOR ANY TAXES
PREVIOUSLY PAID; PROVIDED THAT SELLER NOTIFIES PURCHASER IN ADVANCE OF FILING
ANY PROTEST AND CLAIM FOR REASSESSMENT AND, TO THE EXTENT THAT SUCH CONTEST MAY
SET OR ESTABLISH ANY ASSESSMENT OR REASSESSMENT APPLICABLE TO THE PROPERTY AFTER
CLOSING, PURCHASER SHALL BE PERMITTED TO APPEAR AND TAKE SUCH ACTION AS
PURCHASER DEEMS NECESSARY TO PROTECT ITS INTERESTS. SELLER SHALL RETAIN ALL
RIGHTS WITH RESPECT TO ANY REFUND OF TAXES APPLICABLE TO ANY PERIOD PRIOR TO THE
CLOSING DATE AND SHALL REMIT ANY REFUND OF TAXES RECEIVED BY SELLER ATTRIBUTABLE
TO ANY PERIOD AFTER THE CLOSING DATE TO PURCHASER.
4.6
TRANSACTION COSTS.
EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN
THIS AGREEMENT, SELLER AND PURCHASER SHALL EQUALLY DIVIDE THE COST OF ANY ESCROW
FEES AND ANY RECORDING FEES OR SIMILAR CHARGES AND PURCHASER SHALL PAY THE COST
OF ANY ENDORSEMENTS TO THE TITLE INSURANCE POLICY (INCLUDING FOR EXTENDED
COVERAGE). SELLER SHALL PAY THE COST OF (I) THE SURVEY, (II) ANY TRANSFER TAX
FEES, (III) ANY FEES ASSOCIATES WITH THE ASSIGNMENT OF ALL ASSIGNABLE WARRANTIES
AND GUARANTIES
(EXPRESS OR IMPLIED) ISSUED TO SELLER IN CONNECTION WITH THE
IMPROVEMENTS OR THE PERSONAL PROPERTY, AND (IV) THE BASE TITLE INSURANCE PREMIUM
(WHETHER OR NOT THE CLOSING OCCURS). SELLER AND PURCHASER SHALL BE RESPONSIBLE
FOR THE FEES OF THEIR RESPECTIVE ATTORNEYS.
4.7
REPRORATIONS.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE
CONTRARY, ALL REPRORATIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE COMPLETED
WITHIN ONE (1)