Common use of Adjustments to Property Purchase Price Clause in Contracts

Adjustments to Property Purchase Price. (a) All revenues and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between Ashford Trust OP and Ashford Prime OP as provided herein. Pursuant to such allocation, unless otherwise set forth herein, Ashford Trust OP shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to but not including the Closing Date, and Ashford Prime OP shall be entitled to all revenue and shall be responsible for all expenses for the period of time from, after and including the Closing Date. Such allocations and adjustments shall be shown on the closing statement (with such supporting documentation as the parties hereto may reasonably require) and shall not affect the Property Purchase Price but shall be settled in cash. Any revenue received or expense incurred by Ashford Trust OP or Ashford Prime OP (or the Property Entities or TRS Entity) with respect to the Property from and after the Closing Date shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. In the event the Closing Date is not the first day of a calendar month, the parties agree that the foregoing allocation of revenues and expenses for the month in which the Closing Date occurs shall be accomplished by a straight-line proration (based on the number of days in the calendar month in which the Closing occurs) of the estimated distribution for such month to be remitted by the management company of the Property (“Property Manager”) following such calendar month, subject to adjustment upon receipt of the actual amount of such distribution from Property Manager. (b) Ashford Prime OP shall receive a credit against the Property Purchase Price in an amount equal to the sum of (a) the outstanding principal amount of the existing mortgage loan against the Property on the Closing Date (the “Existing Mortgage”), and (b) the portion of the debt service payment due on the next payment date for the Existing Mortgage that accrues to the period prior to the Closing Date. Ashford Trust OP shall receive a payment in cash in an amount equal to the balance as of the Closing Date of any FF&E or similar reserve held by the Property Manager. Except as otherwise provided in this Section 2.7(b), the parties agree that all working capital prorations shall be accomplished in full (including prorations for real and personal property ad valorem Taxes) by Ashford Prime OP making a cash payment to Ashford Trust OP in an amount equal to the balance of the working capital investment required by Property Manager.

Adjustments to Property Purchase Price. (a) All revenues and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, including rent under any ground leases and real and personal property taxes for the Property, shall be prorated and allocated between Ashford Trust Prime OP and Ashford Prime Trust OP as provided herein. Pursuant to such allocation, unless otherwise set forth herein, Ashford Trust OP shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to but not including the Closing Datedate of Closing, and Ashford Prime OP shall be entitled to all revenue and shall be responsible for all expenses for the period of time from, after and including the Closing Datedate of Closing. Such allocations and adjustments shall be shown on the closing statement (with such supporting documentation as the parties hereto may reasonably requirerequire being attached as exhibits to the closing statements) and shall not affect as an adjustment to the Property Purchase Price; provided, if Ashford Trust OP elects to receive the Property Purchase Price but in Ashford Prime OP Units, such adjustments shall be settled in cash. (b) Ashford Prime OP shall receive a credit against the Property Purchase Price for (i) the aggregate outstanding principal amounts of any existing mortgage loan against the Property and mezzanine loans against any Properties Entities and/or TRS entities on the Closing Date (collectively, the “Existing Mortgage”), (ii) the portion of the debt service payment due on the next payment date of any such mortgage loan that accrues to the period from and after the Closing Date, and (iii) the total of (A) prepaid rents, (B) prepaid room receipts and deposits, function receipts and deposits and other reservation receipts and deposits, and (C) unforfeited security deposits held by Grantors under leases; provided, if Ashford Trust OP elects to receive the Property Purchase Price in Ashford Prime OP Units, the credits described in clauses (ii) and (iii) above shall be settled in cash. Ashford Trust OP shall receive a cash payment for (i) any prepaid expenses accruing to periods on or after the Closing Date, (ii) all cash balances in house banks and cash funds remaining at the Property, and the outstanding balance of any funds in reserve accounts (whether for FF&E repairs or replacements, taxes or insurance) held by lenders or property managers that are not returned to Ashford Trust OP at Closing; and (iii) all accounts receivables for the Property at 100% of face value, including the so-called “guest ledger” as mutually approved by Ashford Trust OP and Ashford Prime OP for the Property of guest accounts receivable payable to the Property as of the check out time on the Closing Date (based on guests and customers then using the Property) both (A) in occupancy from the preceding night through check out time the morning of the Closing Date, and (B) previously in occupancy prior to check out time on the Closing Date. Notwithstanding Section 2.7(a) to the contrary, Ashford Prime OP shall be entitled to all revenue from the collection of such account receivables. Ashford Trust OP and Ashford Prime OP agree that in connection with the sale of the Ashford Trust Equity Interests, Ashford Trust OP will also receive a cash payment equal to the value of all inventories of food and beverage in opened or unopened cases and all in-use or reserve stock of linens, towels, paper goods, soaps, cleaning supplies and the like with respect to the Property. (c) If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills and/or real estate or personal property taxes), the parties shall allocate such revenue or expenses at Closing on the best available information, subject to cash adjustment upon receipt of the final xxxx or other evidence of the applicable revenue or expense. Any revenue received or expense incurred by Ashford Trust OP or Ashford Prime OP (or the Property Entities or TRS Entity) with respect to the Property from and after the date of Closing Date shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. In the event the Closing Date is not the first day of a calendar month, the parties agree that the foregoing allocation of revenues and expenses for the month in which the Closing Date occurs shall be accomplished by a straight-line proration (based on the number of days in the calendar month in which the Closing occurs) of the estimated distribution for such month to be remitted by the management company of the Property (“Property Manager”) following such calendar month, subject to adjustment upon receipt of the actual amount of such distribution from Property Manager. (b) Ashford Prime OP shall receive a credit against the Property Purchase Price in an amount equal to the sum of (a) the outstanding principal amount of the existing mortgage loan against the Property on the Closing Date (the “Existing Mortgage”), and (b) the portion of the debt service payment due on the next payment date for the Existing Mortgage that accrues to the period prior to the Closing Date. Ashford Trust OP shall receive a payment in cash in an amount equal to the balance as of the Closing Date of any FF&E or similar reserve held by the Property Manager. Except as otherwise provided in this Section 2.7(b), the parties agree that all working capital prorations shall be accomplished in full (including prorations for real and personal property ad valorem Taxes) by Ashford Prime OP making a cash payment to Ashford Trust OP in an amount equal to the balance of the working capital investment required by Property Manager.

Adjustments to Property Purchase Price. (a) All revenues and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, including rent under any ground leases and real and personal property taxes for the Property, shall be prorated and allocated between Ashford Trust Prime OP and Ashford Prime Trust OP as provided herein. Pursuant to such allocation, unless otherwise set forth herein, Ashford Trust OP shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to but not including the Closing Datedate of Closing, and Ashford Prime OP shall be entitled to all revenue and shall be responsible for all expenses for the period of time from, after and including the Closing Datedate of Closing. Such allocations and adjustments shall be shown on the closing statement (with such supporting documentation as the parties hereto may reasonably requirerequire being attached as exhibits to the closing statements) and shall not affect as an adjustment to the Property Purchase Price; provided, if Ashford Trust OP elects to receive the Property Purchase Price but in Ashford Prime OP Units, such adjustments shall be settled in cash. (b) Ashford Prime OP shall receive a credit against the Property Purchase Price for (i) the aggregate outstanding principal amounts of any existing mortgage loan against the Property and mezzanine loans against any Property Entities and/or TRS Entities on the Closing Date (collectively, the “Existing Mortgage”), (ii) the portion of the debt service payment due on the next payment date of any such mortgage loan that accrues to the period from and after the Closing Date, and (iii) the total of (A) prepaid rents, (B) prepaid room receipts and deposits, function receipts and deposits and other reservation receipts and deposits, and (C) unforfeited security deposits held by Grantors under leases; provided, if Ashford Trust OP elects to receive the Property Purchase Price in Ashford Prime OP Units, the credits described in clauses (ii) and (iii) above shall be settled in cash. Ashford Trust OP shall receive a cash payment for (i) any prepaid expenses accruing to periods on or after the Closing Date, (ii) all cash balances in house banks and cash funds remaining at the Property, and the outstanding balance of any funds in reserve accounts (whether for FF&E repairs or replacements, taxes or insurance) held by lenders or property managers that are not returned to Ashford Trust OP at Closing; and (iii) all accounts receivables for the Property at 100% of face value, including the so-called “guest ledger” as mutually approved by Ashford Trust OP and Ashford Prime OP for the Property of guest accounts receivable payable to the Property as of the check out time on the Closing Date (based on guests and customers then using the Property) both (A) in occupancy from the preceding night through check out time the morning of the Closing Date, and (B) previously in occupancy prior to check out time on the Closing Date. Notwithstanding Section 2.7(a) to the contrary, Ashford Prime OP shall be entitled to all revenue from the collection of such account receivables. Ashford Trust OP and Ashford Prime OP agree that in connection with the sale of the Ashford Trust Equity Interests, Ashford Trust OP will also receive a cash payment equal to the value of all inventories of food and beverage in opened or unopened cases and all in-use or reserve stock of linens, towels, paper goods, soaps, cleaning supplies and the like with respect to the Property. (c) If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills and/or real estate or personal property taxes), the parties shall allocate such revenue or expenses at Closing on the best available information, subject to cash adjustment upon receipt of the final xxxx or other evidence of the applicable revenue or expense. Any revenue received or expense incurred by Ashford Trust OP or Ashford Prime OP (or the Property Entities or TRS Entity) with respect to the Property from and after the date of Closing Date shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. In the event the Closing Date is not the first day of a calendar month, the parties agree that the foregoing allocation of revenues and expenses for the month in which the Closing Date occurs shall be accomplished by a straight-line proration (based on the number of days in the calendar month in which the Closing occurs) of the estimated distribution for such month to be remitted by the management company of the Property (“Property Manager”) following such calendar month, subject to adjustment upon receipt of the actual amount of such distribution from Property Manager. (b) Ashford Prime OP shall receive a credit against the Property Purchase Price in an amount equal to the sum of (a) the outstanding principal amount of the existing mortgage loan against the Property on the Closing Date (the “Existing Mortgage”), and (b) the portion of the debt service payment due on the next payment date for the Existing Mortgage that accrues to the period prior to the Closing Date. Ashford Trust OP shall receive a payment in cash in an amount equal to the balance as of the Closing Date of any FF&E or similar reserve held by the Property Manager. Except as otherwise provided in this Section 2.7(b), the parties agree that all working capital prorations shall be accomplished in full (including prorations for real and personal property ad valorem Taxes) by Ashford Prime OP making a cash payment to Ashford Trust OP in an amount equal to the balance of the working capital investment required by Property Manager.