|AMAZON COM INC filed this Form 10-K on 01/30/2013|
8.5.7 Other Operating Expenses. All other operating expenses for or pertaining to the Property, including, but not limited to, administrative charges, on-site management and fees, maintenance, and any service charges, will be prorated as of the Apportionment Time and be subject to reasonable adjustment, payment or offset between Seller and Purchaser during the period from the Closing Date until the final true up of Operating Expenses, Taxes and Escalations as provided in Section 8.5.9.
8.5.8 Tenant Improvement Allowances, Leasing Commissions and Free Rent. Purchaser shall receive credits against the Purchase Price at Closing equal to (i) the amount of outstanding tenant improvement allowances currently due and payable by Seller to tenants or licensees and shown as Sellers Obligation on Schedule 8.5.8(i) attached hereto, as such Schedule may be updated by Seller at Closing in accordance with Section 188.8.131.52 of this Agreement; (ii) the amount of outstanding brokerage and leasing commissions currently due and payable by Seller to third parties and shown as Sellers Obligation on Schedule 8.5.8(ii) attached hereto, as such Schedule 8.5.8 (ii) may be updated by Seller at Closing in accordance with Section 184.108.40.206 of this Agreement. If, prior to Closing, Seller pays any tenant improvement allowances or leasing commissions that are designated as Purchasers Obligation on either Schedule 8.5.8(i) or Schedule 8.5.8(ii) referenced in clauses (i) and (ii) above, then Seller shall receive a credit at Closing equal to such amounts paid by Seller on Purchasers behalf. From and after Closing, Purchaser shall be solely responsible for all tenant improvement allowances, all leasing commissions, and all free rent associated with the Property, the Leases and/or the Licenses and all costs and expenses associated therewith except in the case of a breach of an Express Representation.
8.5.9 True-Up of Operating Expenses, Taxes and Escalations. No later than ninety (90) days after the Closing Date, Seller shall provide to Purchaser details of operating expenses and real estate taxes for the Property for the period January 1, 2012 to the Closing Date. No later than March 1, 2013, Purchaser shall provide to Seller its general ledger (potentially subject to final audit adjustments) of operating expenses and real estate taxes for the Property from and after the Closing Date to December 31, 2012. No later than March 15, 2013, Purchaser shall provide to Seller the annual tenant reconciliation schedule for operating expenses, real estate taxes and escalations for the Property for calendar year 2012, together with appropriate supporting documentation related to the net escalation billing or refund due from or to tenants thereunder including the Amazon Lease and including a draft schedule prorating all such amounts between Seller and Purchaser based on the prorated total dollar amounts of operating expenses, real estate taxes and escalations either paid or collected by Seller and Purchaser for their respective periods of ownership for the 2012 calendar year. Seller and Purchaser shall endeavor to reasonably agree to the proration schedule, including its methodology, by March 31, 2013. Purchaser shall, as appropriate, invoice or refund the tenants under the Leases and the licensees under the Licenses for amounts owed or due in respect of such reconciliation promptly after Sellers approval of such schedule, but not before then. Seller shall remit to Purchaser any amount owed by Seller on account of such reconciliation within ten (10) Business Days of Sellers approval of such schedule. Purchaser shall use good faith and commercially reasonable efforts to collect from the tenants and licensees all amounts owed by such tenants and licensees on account of such reconciliation, and shall remit to Seller any such amounts received by Purchaser that are attributable to periods prior to Closing within thirty (30) days from Purchasers receipt thereof.