Common use of Closing Statements Clause in Contracts

Closing Statements. The parties hereto authorize each other’s agents and employees to enter the Hotel, during normal business hours and otherwise under reasonable circumstances, upon two (2) business days’ prior written notice, both before and after the Closing Date (for a period of up to ninety (90) days after the Closing Date, for the purpose of making (except as otherwise provided herein at such party’s sole expense) such inventories, examinations and audits of the Hotel and the Hotel books and records as they reasonable deem necessary in order to make the adjustments and prorations required under Article 9. Based upon preliminary examinations and audits, at or before the Closing, Seller and Purchaser and/or their respective agents or designees will jointly prepare a preliminary closing statement in respect of the Property reasonably satisfactory to Seller and Purchaser in form and substance (the “Preliminary Closing Statement”) which shows the adjustments and prorations required under this Article 9. Within ninety (90) days following the Closing Date, Seller and Purchaser and/or their respective agents or designees will jointly prepare a final closing statement in respect of the Property (the “Final Closing Statement”) setting forth the final determination (and the manner in which such items shall be determined and paid) of all items which were not determined as of the Cut-Off Time, including, without limitation, dollar-for-dollar adjustments in the price paid by Purchaser for Accounts Receivable described in Section 9.01(b)(iv) if any Acquired Accounts Receivable so purchased remain uncollected as of the end of such 90-day period. The net amount due to Seller or Purchaser, if any, by reason of adjustments to the Preliminary Closing Statement as shown in the Final Closing Statement, shall be paid in cash or good check by the party obligated therefor within fifteen (15) days following that party’s receipt of the Final Closing Statement. The adjustments, prorations and determinations agreed to by Seller and Purchaser shall be conclusive and binding on the parties hereto.

Closing Statements. The parties hereto authorize each other’s agents and employees to enter the Hotel, during normal business hours and otherwise under reasonable circumstances, upon two (2) business days’ prior written notice, both before and after the Closing Date (for a period of up to ninety (90) days after the Closing Date, for the purpose of making (except as otherwise provided herein at such party’s sole expense) such inventories, examinations and audits of the Hotel and the Hotel books and records as they reasonable deem necessary in order to make the adjustments and prorations required under Article 9. Based upon preliminary examinations and audits, at On or before the Closing, Seller will prepare and Purchaser and/or their respective agents the Company shall review and approve (which approval shall not be unreasonably withheld or designees will jointly prepare a preliminary closing statement in respect of the Property reasonably satisfactory to Seller and Purchaser in form and substance (the “Preliminary Closing Statement”delayed) which shows the adjustments and prorations required under this Article 9. Within ninety (90) days following the Closing Date, Seller and Purchaser and/or their respective agents or designees will jointly prepare a final closing statement in respect of the Property (the “"Final Closing Statement”") setting forth the final determination (and the manner in which such items shall be determined and paid) of all open items which were not determined and other apportionments estimated as of the CutClosing to be included on the closing statements for the Closing and any re-Off Time, adjustment required to "true up" any amounts adjusted under Section 13.01 (including, without limitation, dollar-for-dollar adjustments in the price paid by Purchaser for Accounts Receivable described in Section 9.01(b)(iv) if any Acquired Accounts Receivable so purchased remain uncollected as of the end of such 90-day periodAdditional Rent). The net amount due to Seller or Purchaserthe Company, if any, by reason of adjustments to the Preliminary Closing Statement closing statement as shown in the Final Closing Statement, shall be paid in cash or good check by credited to the applicable party obligated therefor within fifteen (15) days following that party’s receipt of the Final Closing Statementat Closing. The adjustments, prorations and determinations agreed to by Seller and Purchaser the Company under this Section 13.06 shall be conclusive and binding on the parties hereto. Notwithstanding the foregoing, if at any time within the three hundred sixty five (365) day period following the Closing (such period being referred to herein as a "Post-Closing Adjustment Period"), the amount of any item to be apportioned or credited pursuant to this Agreement shall prove to be incorrect (whether as a result in an error in calculation or a lack of complete and accurate information as of the Closing), the party in whose favor the error was made shall promptly pay to the other party the sum necessary to correct such error upon receipt of proof of such error, provided that such proof is delivered to the party from whom payment is requested within the Post-Closing Adjustment Period. In order to enable Seller to determine whether any such delayed adjustment is necessary, the Relevant Purchasers shall provide to Seller such information as Seller shall reasonably request during the Post-Closing Adjustment Period in order to confirm or finalize closing adjustments hereunder. The provisions of this Section 13.06 shall survive the Closing and not be merged therein.

Closing Statements. The parties hereto authorize each other’s agents and employees Each party shall cause its designated representatives to enter the Hotel, during normal business hours Motel at reasonable times and otherwise under reasonable circumstances, upon two (2) business days’ prior written noticewithout unreasonably interfering with operations, both before and after the Closing Date (for a period of up to ninety (90) days after the Closing Date, for the purpose of making (except as otherwise provided herein at such party’s sole expense) such inventories, examinations and audits of the Hotel Motel, and of the Hotel books and records of the Motel, as they reasonable deem necessary in order to make the adjustments and prorations required under this Article 98, or under any other provisions of this Agreement. Based upon preliminary such inventories, examinations and audits, at or before the Closing, Seller and Purchaser and/or their respective agents or designees will the representatives of the parties shall jointly prepare and deliver to each party a preliminary Preliminary Closing Statement which shall show the net amount due either to Seller or Purchaser as a result thereof, and such net amount will be added to or subtracted from the cash balance of the Purchase Price to be paid to Seller pursuant to Section 3.3 hereof. The closing statement shall reflect that Purchaser shall receive a credit relating to maintenance items in respect the amount of the Property reasonably satisfactory to Seller and Purchaser in form and substance (the “Preliminary Closing Statement”) which shows the adjustments and prorations required under this Article 9$46,000.00. Within ninety sixty (9060) days following the Closing Date, Seller and Purchaser and/or their respective agents or designees will jointly prepare shall agree on a final closing statement in respect of the Property (the “Final Closing Statement”) Statement setting forth the final determination (and the manner in which such items shall be determined and paid) of all items which were not determined as of to be included on the Cut-Off Time, including, without limitation, dollar-for-dollar adjustments in the price paid by Purchaser for Accounts Receivable described in Section 9.01(b)(iv) if any Acquired Accounts Receivable so purchased remain uncollected as of the end of such 90-day periodClosing Statements. The net amount due to Seller or Purchaser, if any, by reason of adjustments to in the Preliminary Closing Statement as shown in the Final Closing Statement, shall be paid in cash or good check by the party obligated therefor within fifteen ten (1510) days following that party’s receipt the date of delivery of the Final Closing StatementStatement to the parties. The adjustmentsIn the event the representatives of the parties are unable to reach agreement with respect to the Closing Statements, prorations the parties shall submit their dispute to a firm of independent certified public accountants of recognized standing in the hotel industry (the "Accountants"), and determinations agreed to by Seller and Purchaser the determination of such firm shall be conclusive and binding on the both parties hereto.

Closing Statements. The adjustments to the Merger Consideration specified in Section 3.1(1) shall be estimated by the parties hereto authorize each other’s agents and employees to enter the Hotel, during normal business hours and otherwise under reasonable circumstances, upon two (2) business days’ prior written notice, both before and after in good faith at the Closing Date to the extent reasonably possible based on the most current interim financial statements; and provisional adjustments as shall be mutually agreed at Closing shall be reflected in one certain "Preliminary Closing Statement". Attached as Exhibit 3.2(1) is the format of the Preliminary Closing Statement. No later than sixty-five (for a period of up to ninety (9065) days after the Closing, the parties hereto shall prepare the "Final Closing Date, for Statement" reflecting the purpose of making (except as otherwise provided herein at such party’s sole expense) such inventories, examinations and audits items listed above prepared consistent with the past preparation of the Hotel internal financial statements of CHAD xx an accrual basis applied consistently with prior periods. Adjustments made after the Closing based on the Final Closing Statement shall be payable in cash by the Parent or, if to be paid by the Shareholder, in the discretion of the Shareholder, in cash or by a combination of cash and the Hotel books and records shares of Parent Common Stock received as they reasonable deem necessary in order to make the adjustments and prorations required under Article 9. Based upon preliminary examinations and auditsMerger Consideration, at on or before the Closing, Seller tenth day following the day the Final Closing Statement is agreed upon by the parties. If Merger Sub and Purchaser and/or their respective agents or designees will jointly prepare a preliminary closing statement in respect of the Property reasonably satisfactory Sellers are unable to Seller and Purchaser in form and substance agree on the Final Closing Statement within sixty-five (the “Preliminary Closing Statement”) which shows the adjustments and prorations required under this Article 9. Within ninety (9065) days following the Closing Date, Seller and Purchaser and/or their respective agents or designees will jointly prepare a final closing statement in respect after delivery of the Property (the “Final Closing Statement”) setting forth the final determination (and the manner in which such items shall be determined and paid) of all items which were not determined as of the Cut-Off Time, including, without limitation, dollar-for-dollar adjustments in the price paid by Purchaser for Accounts Receivable described in Section 9.01(b)(iv) if any Acquired Accounts Receivable so purchased remain uncollected as of the end of such 90-day period. The net amount due to Seller or Purchaser, if any, by reason of adjustments to the Preliminary Closing Statement as shown in the Final Closing Statement, they shall appoint a firm of independent certified public accountants upon which the parties mutually and in good faith agree (the "Accountants") to make such determination, which determination, shall be paid in cash or good check by the party obligated therefor within fifteen (15) days following that party’s receipt of the Final Closing Statement. The adjustments, prorations and determinations agreed to by Seller and Purchaser shall be conclusive final and binding on the parties heretohereto for the purpose of this Agreement, and Merger Sub and Shareholder shall each pay one-half the cost of the Accountants. The format of the Final Closing Statement is attached hereto as Exhibit 3.2(2).

Closing Statements. (j) No later than the close of business of the fifth (5th) Business Day preceding the day on which Closing shall occur pursuant to Section 1.3, the Company shall provide to Parent a written statement, signed by an executive officer of the Company (the “Company Closing Statement”), setting forth the Company’s good faith estimate, together with related supporting calculations and work papers and back-up materials relating thereto, of the Company Cash Amount. The parties hereto authorize each other’s agents Company shall provide Parent and employees to enter the Hotel, its Representatives with reasonable access during normal business hours to the relevant books, records and otherwise under reasonable circumstances, upon two (2) business days’ prior written notice, both before and after the Closing Date (for a period of up to ninety (90) days after the Closing Date, for the purpose of making (except as otherwise provided herein at such party’s sole expense) such inventories, examinations and audits finance personnel of the Hotel Company to enable Parent and its Representatives to review and analyze the Company Closing Statement and the Hotel books components thereof. If requested by Parent, the Parties shall meet and records as they reasonable deem necessary in order to make confer regarding the adjustments and prorations required under Article 9. Based upon preliminary examinations and audits, at or before the Closing, Seller and Purchaser and/or their respective agents or designees will jointly prepare a preliminary closing statement in respect of the Property reasonably satisfactory to Seller and Purchaser in form and substance (the “Preliminary Company Closing Statement”) which shows the adjustments and prorations required under this Article 9. Within ninety (90) days following the Closing Date, Seller and Purchaser and/or their respective agents or designees will jointly prepare a final closing statement in respect of the Property (the “Final Closing Statement”) setting forth the final determination (Statement and the manner components thereof no later than the third (3rd) Business Day prior to the day on which Closing shall occur pursuant to Section 1.3, and shall make such changes thereto as the Parties may mutually and in which such items good faith agree, and the Company Cash Amount as so mutually agreed in writing shall be determined and paid) of all items which were not determined as of the Cut-Off Time, including, without limitation, dollar-for-dollar adjustments in the price paid by Purchaser for Accounts Receivable described in Section 9.01(b)(iv) if any Acquired Accounts Receivable so purchased remain uncollected as of the end of such 90-day period. The net amount due to Seller or Purchaser, if any, by reason of adjustments to the Preliminary Closing Statement as shown in the Final Closing Statement, shall be paid in cash or good check by the party obligated therefor within fifteen (15) days following that party’s receipt of the Final Closing Statement. The adjustments, prorations and determinations agreed to by Seller and Purchaser shall be conclusive final and binding on the parties heretoParties for all purposes of this Agreement. If there is a dispute between the Parties regarding the Company Closing Statement or the Company Cash Amount that is not resolved as of such date of meeting, and the resolution of such dispute is required to determine whether the Company Cash Amount is less than the Company Minimum Cash Amount, then any such disputed items shall be referred to Deloitte Touche Tohmatsu Limited, or in the event that such firm declines to serve in such capacity, an independent auditor of recognized national standing jointly selected by Parent and the Company (the “Accounting Firm”), each Party acting reasonably and as quickly as possible, time being of the essence. The Parties shall promptly US-LEGAL-11446530/6 174293-0017 3089529.v7 deliver to the Accounting Firm the work papers and back-up materials used in preparing the relevant Company Closing Statement and any remaining disputes with respect thereto, and the Parties shall use reasonable best efforts to cause the Accounting Firm to make its determination as soon as possible and within seven (7) calendar days of accepting its selection at the latest. The Parties shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a representative of the other Party. The determination of the Accounting Firm shall be limited to the items in dispute submitted to the Accounting Firm and limited to applying the definition of Company Cash Amount as set forth herein. Any determination of the Company Cash Amount made by the Accounting Firm shall be made in writing, delivered to each of the Parties, and shall be final and binding on the Parties hereto and shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Cash Amount and Company Closing Statement, as applicable, for all purposes of this Agreement.

Closing Statements. (a) No later than the close of business of the fifth (5th) Business Day preceding the day on which Closing shall occur pursuant to Section 1.3, the Company shall provide to Parent a written statement, signed by an executive officer of the Company (the “Company Closing Statement”), setting forth the Company’s good faith estimate, together with related supporting calculations and work papers and back-up materials relating thereto, of the Company Cash Amount. The parties hereto authorize each other’s agents Company shall provide Parent and employees to enter the Hotel, its Representatives with reasonable access during normal business hours to the relevant books, records and otherwise under reasonable circumstances, upon two (2) business days’ prior written notice, both before and after the Closing Date (for a period of up to ninety (90) days after the Closing Date, for the purpose of making (except as otherwise provided herein at such party’s sole expense) such inventories, examinations and audits finance personnel of the Hotel Company to enable Parent and its Representatives to review and analyze the Company Closing Statement and the Hotel books components thereof. If requested by Parent, the Parties shall meet and records as they reasonable deem necessary in order to make confer regarding the adjustments and prorations required under Article 9. Based upon preliminary examinations and audits, at or before the Closing, Seller and Purchaser and/or their respective agents or designees will jointly prepare a preliminary closing statement in respect of the Property reasonably satisfactory to Seller and Purchaser in form and substance (the “Preliminary Company Closing Statement”) which shows the adjustments and prorations required under this Article 9. Within ninety (90) days following the Closing Date, Seller and Purchaser and/or their respective agents or designees will jointly prepare a final closing statement in respect of the Property (the “Final Closing Statement”) setting forth the final determination (Statement and the manner components thereof no later than the third (3rd) Business Day prior to the day on which Closing shall occur pursuant to Section 1.3, and shall make such changes thereto as the Parties may mutually and in which such items good faith agree, and the Company Cash Amount as so mutually agreed in writing shall be determined and paid) of all items which were not determined as of the Cut-Off Time, including, without limitation, dollar-for-dollar adjustments in the price paid by Purchaser for Accounts Receivable described in Section 9.01(b)(iv) if any Acquired Accounts Receivable so purchased remain uncollected as of the end of such 90-day period. The net amount due to Seller or Purchaser, if any, by reason of adjustments to the Preliminary Closing Statement as shown in the Final Closing Statement, shall be paid in cash or good check by the party obligated therefor within fifteen (15) days following that party’s receipt of the Final Closing Statement. The adjustments, prorations and determinations agreed to by Seller and Purchaser shall be conclusive final and binding on the parties heretoParties for all purposes of this Agreement. If there is a dispute between the Parties regarding the Company Closing Statement or the Company Cash Amount that is not resolved as of such date of meeting, and the resolution of such dispute is required to determine whether the Company Cash Amount is less than the Company Minimum Cash Amount, then any such disputed items shall be referred to Deloitte Touche Tohmatsu Limited, or in the event that such firm declines to serve in such capacity, an independent auditor of recognized national standing jointly selected by Parent and the Company (the “Accounting Firm”), each Party acting reasonably and as quickly as possible, time being of the essence. The Parties shall promptly deliver to the Accounting Firm the work papers and back-up materials used in preparing the relevant Company Closing Statement and any remaining disputes with respect thereto, and the Parties shall use reasonable best efforts to cause the Accounting Firm to make its determination as soon as possible and within seven (7) calendar days of accepting its selection at the latest. The Parties shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a representative of the other Party. The determination of the Accounting Firm shall be limited to the items in dispute submitted to the Accounting Firm and limited to applying the definition of Company Cash Amount as set forth herein. Any determination of the Company Cash Amount made by the Accounting Firm shall be made in writing, delivered to each of the Parties, and shall be final and binding on the Parties hereto and shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Cash Amount and Company Closing Statement, as applicable, for all purposes of this Agreement.

Closing Statements. The parties hereto authorize each other’s agents and employees Each party shall cause it designated representatives to enter the Hotel, during normal business hours Motels at reasonable times and otherwise under reasonable circumstances, upon two (2) business days’ prior written noticewithout unreasonably interfering with operations, both before and after the Closing Date (for a period of up to ninety (90) days after the Closing Date, for the purpose of making (except as otherwise provided herein at such party’s sole expense) such inventories, examinations and audits of the Hotel Motels and of the Hotel books and records of the Motels, as they reasonable deem necessary in order to make the adjustments and prorations required under Article 9this Section 5, or under any other provisions of this Agreement. Based upon preliminary such inventories, examinations and audits, at or before the Closing, Seller and Purchaser and/or their respective agents or designees will the representatives of the parties shall jointly prepare and deliver to each party a preliminary closing statement in respect Closing Statement for each Motel which shall show the net amount due either to Sellers or Buyers as a result thereof, and such net amount will be added to or subtracted from the cash balance of the Property reasonably satisfactory Purchase Price to Seller and Purchaser in form and substance (the “Preliminary Closing Statement”) which shows the adjustments and prorations required under this Article 9be paid to Sellers pursuant to Section 2.2 hereof. Within ninety sixty (9060) days following the Closing Date, Seller Sellers and Purchaser and/or their respective agents or designees will jointly prepare Buyers shall agree on a final closing statement in respect of the Property (the “Final Closing Statement”) Statement setting forth the final determination (and the manner in which such items shall be determined and paid) of all items which were not determined as of to be included on the Cut-Off Time, including, without limitation, dollar-for-dollar adjustments in the price paid by Purchaser for Accounts Receivable described in Section 9.01(b)(iv) if any Acquired Accounts Receivable so purchased remain uncollected as of the end of such 90-day periodpreliminary Closing Statements. The net amount due to Seller Sellers or PurchaserBuyers, if any, by reason of adjustments to in the Preliminary preliminary Closing Statement Statements as shown in the Final final Closing Statement, shall be paid in cash or good check by the party obligated therefor within fifteen ten (1510) days following that party’s receipt the date of delivery of the Final final Closing Statement to the parties. In the event the representatives of the parties are unable to reach agreement with respect to the final Closing Statement. The adjustments, prorations the parties shall submit their dispute to a firm of independent certified public accountants of recognized standing in the motel industry (the "Accountants"), and the determinations agreed to by Seller and Purchaser of such firm shall be conclusive and binding on the all parties hereto. Any cost associated with retention of the Accountants shall be borne equally by the Sellers and the Buyers.