Common use of Closing Statement; Post-Closing Adjustments Clause in Contracts

Closing Statement; Post-Closing Adjustments. At leasx xxx (0) xxxxxxxx xxxx xxxxx xx xhe Closing Date, the accounting or financial representatives of Seller ("SELLER'S ACCOUNTANTS") and the accounting or financial representatives of Buyer ("BUYER'S ACCOUNTANTS") together shall make such inventories, examinations and audits of the Hotel, and of the books and records of the Hotel, as such Accountants may deem necessary to make the adjustments and prorations required under this Section 7, or under any other provisions of this Agreement. Based upon such preliminary audits and inventories, Seller's Accountants and Buyer's Accountants together shall prepare and deliver to each of the parties at least one (1) business day prior to the Closing Date a closing statement showing the net amount due either to Seller or to Buyer as a result thereof and such net amount will be added to, or subtracted from the Purchase Price to be paid to Seller. Seller and Buyer shall finalize such closing statement (the "INITIAL CLOSING STATEMENT") and deliver the same to Title Company at least one (1) business day prior to the Closing Date. On that date which is three (3) months following the Closing Date and on the last day of each three month period thereafter, ending on the date which is the earlier of (i) the date the Seller is liquidated, or (ii) one (1) year from the Closing Date, Seller's Accountants and Buyer's Accountants together shall deliver an update to the Initial Closing Statement to each of the parties setting forth an adjusted determination of all items included on the Initial Closing Statement, as such items are adjusted from time to time, pursuant to Section 7N, to reflect any changes in such items. The net amount due, if any, Seller or Buyer by reason of adjustments to the Initial Closing Statement as shown on any update to the Initial Closing Statement, shall be paid in cash by the party obligated therefor within five (5) business days following that party's receipt of such update to the Initial Closing Statement.

Closing Statement; Post-Closing Adjustments. At leasx xxx (0) xxxxxxxx xxxx xxxxx xx xhe Closing Date, the The accounting or financial representatives staff of Seller ("SELLER'S ACCOUNTANTS"“Seller’s Accountants”) and the accounting or financial representatives staff of Buyer Purchaser ("BUYER'S ACCOUNTANTS"“Purchaser’s Accountants”) together shall jointly make such inventories, examinations and audits of the HotelProperty, and of the books and records of pertaining to the HotelProperty, as such Seller’s Accountants and Purchaser’s Accountants may deem necessary to make the adjustments and prorations required under this Section 74.4, or under any other provisions of this Agreement. All such adjustments and prorations shall be made in accordance with the provisions of this Agreement and, to the extent not in conflict with the express provisions of this Agreement, otherwise in accordance with generally accepted accounting principles (“GAAP”). Based upon such preliminary audits and inventoriesthe results thereof, Seller's Accountants and Buyer's Accountants together shall Seller will prepare and deliver to each of the parties at least one (1) business day Purchaser for its review and approval prior to the Closing Date a closing statement showing the net amount due either to Seller or to Buyer as a result thereof and such net amount will be added to, or subtracted from the Purchase Price to be paid to Seller. Seller and Buyer shall finalize such closing statement of prorations (the "INITIAL CLOSING STATEMENT"“Prorations Statement”) and deliver the same to Title Company at least one (1) business day prior to the Closing Date. On that date which is three (3) months following the Closing Date and on the last day of each three month period thereafter, ending on the date which is the earlier of shall (i) contain the date best estimate of Seller’s Accountants of the Seller is liquidated, or amounts of the items requiring the prorations and adjustments in accordance with this Agreement and (ii) one (1) year from following approval by Purchaser’s Accountants, be the Closing Date, Seller's Accountants basis upon which the prorations and Buyer's Accountants together adjustments provided for herein shall deliver an update be made at the Closing. The Prorations Statement shall be binding and conclusive on all parties hereto to the Initial Closing Statement to each extent of the parties setting forth an adjusted determination of all items included on covered by the Initial Closing Prorations Statement, as such items are adjusted from time to time, pursuant to Section 7N, to reflect any changes in such items. The net amount due, if any, Seller or Buyer by reason of adjustments to the Initial Closing Statement as shown on any update to the Initial Closing Statement, shall be paid in cash by the party obligated therefor within five except (5A) business days following that party's receipt where this Agreement expressly provides for further adjustment of such update to the Initial Closing Statementamounts after Closing, and (B) as otherwise provided in Section 4.4(e) below.

Closing Statement; Post-Closing Adjustments. At leasx xxx (0) xxxxxxxx xxxx xxxxx xx xhe Closing Date, the The accounting or financial representatives staff of Seller ("SELLER'S ACCOUNTANTSSeller's Accountants") and the accounting or financial representatives staff of Buyer Purchaser ("BUYER'S ACCOUNTANTSPurchaser's Accountants") together shall jointly make such inventories, examinations and audits of the HotelProperty, and of the books and records of pertaining to the HotelProperty, as such Seller's Accountants and Purchaser's Accountants may deem necessary to make the adjustments and prorations required under this Section 74.4, or under any other provisions of this Agreement. All such adjustments and prorations shall be made in accordance with the provisions of this Agreement and, to the extent not in conflict with the express provisions of this Agreement, otherwise in accordance with generally accepted accounting principles ("GAAP"). Based upon such preliminary audits and inventoriesthe results thereof, Seller's Accountants and Buyer's Accountants together shall Seller will prepare and deliver to each of the parties at least one (1) business day Purchaser for its review and approval prior to the Closing Date a closing statement showing the net amount due either to Seller or to Buyer as a result thereof and such net amount will be added to, or subtracted from the Purchase Price to be paid to Seller. Seller and Buyer shall finalize such closing statement of prorations (the "INITIAL CLOSING STATEMENTProrations Statement") and deliver the same to Title Company at least one (1) business day prior to the Closing Date. On that date which is three (3) months following the Closing Date and on the last day of each three month period thereafter, ending on the date which is the earlier of shall (i) contain the date best estimate of Seller's Accountants of the Seller is liquidated, or amounts of the items requiring the prorations and adjustments in accordance with this Agreement and (ii) one (1) year from following approval by Purchaser's Accountants, be the Closing Date, Seller's Accountants basis upon which the prorations and Buyer's Accountants together adjustments provided for herein shall deliver an update be made at the Closing. The Prorations Statement shall be binding and conclusive on all parties hereto to the Initial Closing Statement to each extent of the parties setting forth an adjusted determination of all items included on covered by the Initial Closing Prorations Statement, as such items are adjusted from time to time, pursuant to Section 7N, to reflect any changes in such items. The net amount due, if any, Seller or Buyer by reason of adjustments to the Initial Closing Statement as shown on any update to the Initial Closing Statement, shall be paid in cash by the party obligated therefor within five except (5A) business days following that party's receipt where this Agreement expressly provides for further adjustment of such update to the Initial Closing Statementamounts after Closing, and (B) as otherwise provided in Section 4.4(e) below.

Closing Statement; Post-Closing Adjustments. At leasx xxx (0) xxxxxxxx xxxx xxxxx xx xhe Closing Date, The accounting staff of the accounting or financial representatives of Seller (the "SELLER'S ACCOUNTANTS") and the accounting or financial representatives staff of Buyer the Purchaser (the "BUYERPURCHASER'S ACCOUNTANTS") together shall jointly make such inventories, examinations and audits of the HotelProperty, and of the books and records of pertaining to the HotelProperty, as such the Seller's Accountants and the Purchaser's Accountants may deem necessary to make the adjustments and prorations required under this Section 7ARTICLE 6, or under any other provisions of this Agreement. All such adjustments and prorations except as otherwise provided herein shall be made in accordance with the provisions of this Agreement and otherwise in accordance with generally accepted accounting principles ("GAAP"). Based upon such preliminary audits and inventoriesthe results thereof, the Seller's Accountants and Buyerthe Purchaser's Accountants together shall will jointly prepare and deliver to each of the parties at least one parties, no later than two (12) business day days prior to the Closing Date Closing, a closing statement showing the net amount due either to Seller or to Buyer as a result thereof and such net amount will be added to, or subtracted from the Purchase Price to be paid to Seller. Seller and Buyer shall finalize such closing statement (the "INITIAL CLOSING STATEMENT") which shall (a) contain the best estimate of the Seller's Accountants and deliver the same Purchaser's Accountants of the amounts of the items requiring the prorations and adjustments in accordance with this Agreement and (b) be the basis upon which the prorations and adjustments provided for herein shall be made at the Closing. If at the time of Closing there shall be any item or items on the Closing Statement that remain in dispute, the Closing Statement shall reflect only the items agreed upon by the Seller's Accountants and the Purchaser's Accountants, and if such dispute is not resolved within ninety (90) days after Closing, such dispute shall be resolved in the manner provided in this Section. The Closing Statement shall be binding and conclusive on all parties hereto to Title Company the extent of the items covered by the Closing Statement, except (i) as provided in the preceding sentence, (ii) where this Agreement expressly provides for further adjustment of such amounts after Closing, and (iii) as otherwise provided below. If at least one (1) business day prior to any time following the Closing Date, the amount of an item listed in any section of this ARTICLE 6 shall be subject to adjustment as provided above or shall otherwise prove to be incorrect (whether as a result of an error in calculation or a lack of complete and accurate information as of the Closing), the Party in whose favor the original incorrect adjustment or error was made shall promptly pay to the other Party the sum necessary to correct such prior incorrect adjustment or error upon receipt of reasonable proof of such prior incorrect adjustment or error, provided that such proof is delivered to the party from whom payment is requested on or before 6 months after the relevant information is received by the party entitled to receive a payment adjustment with respect to Taxes, and 12 months after Closing with respect to all other matters. On Any adjustments or errors shall be determined and made relative to the adjustment and prorations determined as of the Closing. It is expressly agreed that date which is three (3) months following the provisions of this ARTICLE 6 shall survive the Closing Date and shall not be merged therein. Within ten (10) business days after receipt of written notice of any such adjustment from one Party hereunder to the other, the Party having received any excess credit based on the last day of each three month period thereafter, ending on the date which is the earlier of adjustments made at Closing shall either (i) pay to the date other Party the Seller is liquidatedamount of such excess credit, or (ii) one notify the other Party in writing that it disputes the adjustment being claimed. Failure to respond to any such notice of adjustment shall (1) year from if the Closing Date, Seller's Accountants and Buyer's Accountants together same shall deliver continue for an update to the Initial Closing Statement to each of the parties setting forth an adjusted determination of all items included on the Initial Closing Statement, as such items are adjusted from time to time, pursuant to Section 7N, to reflect any changes in such items. The net amount due, if any, Seller or Buyer by reason of adjustments to the Initial Closing Statement as shown on any update to the Initial Closing Statement, shall be paid in cash by the party obligated therefor within additional five (5) business days following that party's after receipt of a second notice, which second notice shall state that the party has failed to respond within the period required under this Section and that continued failure to respond shall be deemed an approval) constitute an approval of the claimed adjustment. In the case of a dispute, the parties shall attempt to resolve such update dispute, but if for any reason such dispute is not resolved within forty-five (45) days after delivery of the original notice of the claimed adjustment by the Purchaser or the Seller, then the parties shall submit such dispute to Xxxxxx Xxxxxxxx or such other "nationally" recognized accounting firm agreed to by the parties ("OUTSIDE ACCOUNTANTS"), and the determination of the Outside Accountants, which shall be made within a period of fifteen (15) days after such submittal by the parties, shall be conclusive. The fees and expenses of the Outside Accountants shall be paid by the Purchaser and the Seller proportionately to their respective favorable adjustments. At such time as the amount of any adjustment or dispute shall be determined (either by agreement or by determination of the Outside Accountants), any amount that shall be payable by one Party to the Initial Closing Statementother as a result of such adjustment or determination shall be paid within ten (10) business days after the date on which such agreement or determination shall have been made. Any amounts not paid within such period shall bear interest thereafter at a rate equal to the sum of (A) the "Prime Rate" on the day such ten (10) business day period expires, as such rate is reported in the "Money Rates" section of THE WALL STREET JOURNAL, as published and distributed in New York, New York, in effect from time to time and (B) two percent (2%) per annum, until all such amounts and the interest thereon shall have been paid in full.

Closing Statement; Post-Closing Adjustments. At leasx xxx (0) xxxxxxxx xxxx xxxxx xx xhe Closing Date, the The accounting or financial representatives staff of Seller ("SELLER'S ACCOUNTANTS") and the accounting or financial representatives staff of Buyer Purchaser ("BUYERPURCHASER'S ACCOUNTANTS") together shall jointly make such inventories, examinations and audits of the HotelProperty, and of the books and records of pertaining to the HotelProperty, as such Seller's Accountants and Purchaser's Accountants may deem necessary to make the adjustments and prorations required under this Section 7SECTION 4.4, or under any other provisions of this Agreement. All such adjustments and prorations shall be made in accordance with the provisions of this Agreement and, to the extent not in conflict with the express provisions of this Agreement, otherwise in accordance with generally accepted accounting principles ("GAAP"). Based upon such preliminary audits and inventoriesthe results thereof, Seller's Accountants and Buyer's Accountants together shall Seller will prepare and deliver to each of the parties at least one (1) business day Purchaser for its review and approval prior to the Closing Date a closing statement showing the net amount due either to Seller or to Buyer as a result thereof and such net amount will be added to, or subtracted from the Purchase Price to be paid to Seller. Seller and Buyer shall finalize such closing statement of prorations (the "INITIAL CLOSING PRORATIONS STATEMENT") and deliver the same to Title Company at least one (1) business day prior to the Closing Date. On that date which is three (3) months following the Closing Date and on the last day of each three month period thereafter, ending on the date which is the earlier of shall (i) contain the date best estimate of Seller's Accountants of the Seller is liquidated, or amounts of the items requiring the prorations and adjustments in accordance with this Agreement and (ii) one (1) year from following approval by Purchaser's Accountants, be the Closing Date, Seller's Accountants basis upon which the prorations and Buyer's Accountants together adjustments provided for herein shall deliver an update be made at the Closing. The Prorations Statement as approved by Seller and Purchaser shall be binding and conclusive on all parties hereto to the Initial Closing Statement to each extent of the parties setting forth an adjusted determination of all items included on covered by the Initial Closing Prorations Statement, as such items are adjusted from time to time, pursuant to Section 7N, to reflect any changes in such items. The net amount due, if any, Seller or Buyer by reason of adjustments to the Initial Closing Statement as shown on any update to the Initial Closing Statement, shall be paid in cash by the party obligated therefor within five except (5A) business days following that party's receipt where this Agreement expressly provides for further adjustment of such update to the Initial Closing Statementamounts after Closing, and (B) as otherwise provided in SECTION 4.4(E) below.