A PROJECT, THEN AT THE CLOSING:
(A) IF SUCH CHARGES ARE PAYABLE AFTER THE CLOSING DATE FOR A PERIOD BEFORE THE
CLOSING DATE, SELLER SHALL PAY TO BUYER AN AMOUNT EQUAL TO THE AMOUNT OF SUCH
CHARGES ALLOCATED TO THE PERIOD BEFORE THE CLOSING DATE PRORATED ON A PER DIEM
BASIS,
9
AND (B) IF SUCH CHARGES WERE PAID BEFORE THE CLOSING DATE FOR A PERIOD FROM AND
AFTER THE CLOSING DATE, BUYER SHALL PAY TO SELLER AN AMOUNT EQUAL TO THE AMOUNT
OF SUCH CHARGES REASONABLY ALLOCATED TO THE PERIOD FROM, INCLUDING AND AFTER THE
CLOSING PRORATED ON A PER DIEM BASIS.
AT CLOSING, SELLER SHALL RESIGN ITS
POSITION AS OFFICER(S) AND/OR AS BOARD MEMBER(S) OF ANY OWNER'S ASSOCIATION THAT
SELLER HELD AS OWNER OF THE PROPERTY.
IF SELLER IS THE DECLARANT UNDER ANY
OWNER'S ASSOCIATION, OR MANAGES THE OWNERS' ASSOCIATION FOR ANY PORTION OF THE
PROPERTY, AND AFTER THE CLOSING DATE, SELLER SHALL NO LONGER RETAIN AT LEAST A
FIFTY-ONE PERCENT (51%) INTEREST IN ALL OF THE LAND THAT IS SUBJECT TO THE
OWNERS' ASSOCIATION, THEN PROMPTLY AFTER THE CLOSING DATE, SELLER SHALL
REASONABLY COOPERATE WITH BUYER TO TRANSFER ALL SUCH MANAGEMENT RESPONSIBILITIES
FOR SUCH OWNERS' ASSOCIATION(S) TO BUYER, SUBJECT TO ANY REQUIREMENTS THAT ARE
IMPOSED UNDER THE APPLICABLE AGREEMENTS GOVERNING THE OWNERS' ASSOCIATION.
4.2.7
RECONCILE POST-CLOSING.
BUYER AND SELLER SHALL WORK
TOGETHER AFTER CLOSING TO PROMPTLY TRANSITION THE INVOICES FOR THE PROPERTY.
THE AMOUNT OF PAYMENTS BY SELLER OR BUYER UNDER THIS SECTION 4.2 MAY HAVE BEEN
BASED ON ESTIMATES OF APPLICABLE AMOUNTS.
EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED HEREIN, IF ANY PAYMENTS BY SELLER OR BUYER AT THE CLOSING UNDER THIS
SECTION 4.2 ARE BASED ON ESTIMATES, THEN, WHEN THE ACTUAL AMOUNTS ARE FINALLY
DETERMINED, SELLER AND BUYER SHALL RECALCULATE THE AMOUNTS THAT WOULD HAVE BEEN
PAID AT THE CLOSING BASED ON BOTH (A) SUCH ACTUAL AMOUNTS AND (B) ADDITIONAL
RENT PAYMENTS ACTUALLY RECEIVED FROM TENANTS (WHETHER RECEIVED BY SELLER OR BY
BUYER), AND SELLER OR BUYER, AS THE CASE MAY BE, SHALL MAKE AN APPROPRIATE
PAYMENT TO THE OTHER BASED ON SUCH RECALCULATION.
EACH OF SELLER AND BUYER
SHALL BE RESPONSIBLE FOR PREPARING A RECONCILIATION OF ALL THOSE ITEMS THAT ARE
SUBJECT TO PRORATION UNDER THIS SECTION 4.2, AND EACH OF THEIR RESPECTIVE
RECONCILIATIONS SHALL BE ONLY FOR THEIR RESPECTIVE PERIODS OF OWNERSHIP OF THE
PROPERTY DURING CALENDAR YEAR 2005.
SELLER HAS ADVISED BUYER THAT SELLER
CURRENTLY ANTICIPATES THAT IT SHALL COMPLETE ITS RECONCILIATION ("SELLER'S
RECONCILIATION") ON OR BEFORE DECEMBER 31, 2005, AT WHICH TIME SELLER SHALL
SUBMIT ITS BILLINGS FOR SUCH RECONCILIATION TO THE TENANTS WHOSE LEASE TERMS ARE
IN EFFECT PRIOR TO THE CLOSING DATE.
THE TENANT NOTICE LETTERS (DEFINED BELOW)
SHALL ADVISE THE TENANTS THAT THEY SHALL RECEIVE SEPARATE AND DISTRICT 2005
RECONCILIATION BILLINGS FROM EACH OF SELLER AND BUYER.
SELLER SHALL DELIVER TO
BUYER A TRUE AND COMPLETE COPY OF SELLER'S RECONCILIATION PROMPTLY UPON
COMPLETION THEREOF.
ADDITIONALLY, SIMULTANEOUSLY WITH SELLER'S DELIVERY TO
BUYER OF SELLER'S RECONCILIATION, SELLER SHALL ALSO DELIVER TO