item promptly when
accurate information becomes available.
Any amounts due from one party to the
other as a result of such reproration shall be paid promptly in cash to the
party entitled thereto.
Seller and Purchaser hereby covenant and agree to make
available to each other for review such records as are necessary to complete
such reprorations.
The foregoing provisions of this Section 4.3 shall survive
the Closing.
4.4
TENANT REIMBURSEMENTS.
TENANTS UNDER THE LEASES ARE CURRENTLY
PAYING SELLER CERTAIN AMOUNTS (REFERRED TO HEREIN AS "TENANT REIMBURSEMENTS")
BASED ON SELLER'S ESTIMATES FOR REAL ESTATE TAXES AND ASSESSMENTS, COMMON AREA
MAINTENANCE, OPERATING EXPENSES AND SIMILAR EXPENSES (COLLECTIVELY, "TENANT
REIMBURSABLE EXPENSES").
4.4.1
FOR THE CALENDAR YEAR OF THE CLOSING.
AT CLOSING, TENANT
REIMBURSEMENTS PAYABLE BY TENANTS UNDER THE LEASES FOR THE CALENDAR MONTH IN
WHICH THE CLOSING OCCURS SHALL BE PRORATED ON THE BASIS OF THE NUMBER OF DAYS OF
SUCH MONTH THE PROPERTY WILL HAVE BEEN OWNED BY PURCHASER AND SELLER,
RESPECTIVELY.
HOWEVER, THERE SHALL BE NO PRORATION OF ANY SUCH TENANT
REIMBURSEMENTS WHICH ARE DELINQUENT AS OF CLOSING.
RATHER, PURCHASER SHALL
CAUSE ANY SUCH DELINQUENT TENANT REIMBURSEMENTS FOR THE PERIOD PRIOR TO CLOSING
TO BE REMITTED TO SELLER IF, AS, AND WHEN COLLECTED.
ADDITIONALLY, THERE SHALL
BE NO PRORATION OF ANY TENANT REIMBURSEMENTS THAT A TENANT UNDER A LEASE
DELIVERS TO EITHER PURCHASER OR SELLER THAT SUCH TENANT HAS IDENTIFIED, AT THE
TIME OF SUCH DELIVERY, AS CONSTITUTING PAYMENT OF A TENANT REIMBURSEMENT DUE FOR
A MONTH OR OTHER PERIOD OF TIME PRIOR TO CLOSING.
IF PURCHASER RECEIVES ANY
SUCH TENANT REIMBURSEMENTS, PURCHASER SHALL CAUSE SUCH TENANT REIMBURSEMENTS TO
BE REMITTED TO SELLER IF, AS, AND WHEN COLLECTED.
AT CLOSING, SELLER SHALL
DELIVER TO PURCHASER A SCHEDULE OF ALL SUCH DELINQUENT TENANT REIMBURSEMENTS.
PURCHASER SHALL INCLUDE THE AMOUNT OF DELINQUENT TENANT REIMBURSEMENTS IN THE
FIRST BILLS THEREAFTER SUBMITTED TO THE TENANTS IN QUESTION AFTER CLOSING, AND
SHALL CONTINUE TO DO SO FOR TWO (2) MONTHS THEREAFTER.
PURCHASER SHALL PROMPTLY
DELIVER TO SELLER A COPY OF EACH SUCH BILL SUBMITTED TO TENANTS.
AFTER SUCH
TWO (2) MONTH PERIOD, SELLER MAY PURSUE REMEDIES DIRECTLY AGAINST DELINQUENT
TENANTS, BUT MAY NOT SUE TO EVICT OR OTHERWISE DISPOSSESS SUCH TENANTS.
PURCHASER SHALL HAVE NO OBLIGATION TO INSTITUTE ANY LITIGATION OR INCUR ANY
OUT-OF-POCKET COSTS TO COLLECT ANY SUCH DELINQUENT TENANT REIMBURSEMENTS. EXCEPT
AS OTHERWISE EXPRESSLY SET FORTH IN THIS SECTION 4.4.1, ANY AMOUNTS OF
DELINQUENT TENANT REIMBURSEMENTS COLLECTED BY PURCHASER AFTER CLOSING FROM
PAYMENTS MADE BY TENANTS WILL BE APPLIED FIRST TO CHARGES AS ARE DUE AND PAYABLE
OR DELINQUENT FOR THE PERIOD FROM AND AFTER THE CLOSING DATE.
7
In order to enable Purchaser to make any year-end reconciliations of Tenant
Reimbursements, after the end of the calendar year in which the Closing occurs,
(i) Seller shall determine the Tenant Reimbursable Expenses incurred by Seller
for the portion of the calendar year in which the Closing occurs that Seller
owned the Property ("Seller's Actual Tenant Reimbursable Expenses") and the
Tenant Reimbursements paid