Common use of Closing Statements Clause in Contracts

Closing Statements. Seller shall prepare and deliver to Buyer on the Closing Date a preliminary closing statement (a “Preliminary Closing Statement”) as of the Closing Date, which shall show the net amount due either to Seller or Buyer based on items for which a specific credit or debit is provided in this Agreement, which statement shall be in form and substance acceptable to Buyer. Such net amount shall be added to or subtracted from the payment of the cash balance of the Purchase Price to be paid to Seller pursuant to Section 3 on the Closing Date. Within sixty (60) days after the Closing Date, Buyer shall deliver a final closing statement (a “Final Closing Statement”) to Seller setting forth the final determination of all items to be included in the Closing Statements. To the extent that amounts are determined to be owing by Seller to Buyer or by Buyer to Seller which are not disputed, such amounts shall be settled in cash between Buyer and Seller. Should Buyer and Seller disagree on the amount due either Buyer or Seller as reflected in the Preliminary Closing Statement, or the Final Closing Statement, any such dispute where less than $50,000 is in dispute shall be resolved by Buyer’s and Seller’s accountants (whose mutual decisions shall be final and binding on each of Buyer and Seller); provided, however, that should such accountants be unable to resolve any dispute with respect to the Preliminary Closing Statement within ten (10) business days of the Closing Date or any dispute with respect to the Final Closing Statement within ten (10) business days following Seller’s receipt of the Final Closing Statement from Buyer, such disputes, as the case may be, shall be resolved by arbitration. In the event that Buyer’s and Seller’s accountants are the same accounting firm, Seller shall be allowed to appoint its own representative to represent Seller with respect to the dispute which representative shall be a nationally recognized public accounting firm. If at any time within ninety (90) days after the Closing Date either Buyer or Seller discovers items that should have been included in the Closing Statements but were omitted therefrom, then such items shall be adjusted in the same manner as if their existence had been known at the time of the preparation of the Closing Statements, and any payment owing as a result thereof shall be made as provided above in this Section 13.

Closing Statements. Seller shall prepare and deliver to Buyer on the Closing Date a preliminary closing statement (a “Preliminary Closing Statement”a) As promptly as of the Closing Datepracticable, which shall show the net amount due either to Seller or Buyer based on items for which a specific credit or debit is provided in this Agreement, which statement shall be in form and substance acceptable to Buyer. Such net amount shall be added to or subtracted from the payment of the cash balance of the Purchase Price to be paid to Seller pursuant to Section 3 on the Closing Date. Within but no later than sixty (60) days days, after the Closing Date, the Buyer shall deliver a final closing statement will cause to be prepared and delivered to the Sellers’ Representative statements setting forth the Buyer’s calculation of the components of the Olinda Purchase Price and the Providence Purchase Price, each as of the Closing (a the “Final Buyer Olinda Closing Statement” and the ‘‘Buyer Providence Closing Statement,” respectively), and noting any changes from the Estimated Olinda Closing Statement or the Estimated Providence Closing Statement. Such statements will be prepared in accordance with the Agreed Accounting Principles. (b) Disagreement”) to Seller the Buyer disagreeing with such calculation and setting forth the final determination Sellers’ Representative calculation of all such amounts and in reasonable detail the Sellers’ Representative’s grounds for such disagreement. The Notice of Disagreement shall specify those items or amounts as to which the Sellers’ Representative disagrees, and the Sellers’ Representative shall be deemed to have agreed with (and the Accountants described in Section 2.6(c), if any, shall be deemed to be included bound by) all other items and amounts contained in the Buyer Olinda Closing Statements. To the extent that amounts are determined to be owing by Seller to Statement and Buyer or by Buyer to Seller which are not disputed, such amounts shall be settled in cash between Buyer and Seller. Should Buyer and Seller disagree on the amount due either Buyer or Seller as reflected in the Preliminary Providence Closing Statement, each delivered pursuant to Section 2.6(a). (c) If a Notice of Disagreement shall be duly delivered pursuant to Section 2.6(b), the Buyer and the Sellers’ Representative shall, during the fifteen days following such delivery, use their reasonable best efforts to reach agreement on the disputed items or amounts in order to determine the Final Closing Statement, Purchase Price of the applicable Company Group. Any written agreement by the Buyer and the Sellers’ Representative resolving any disputed items or amounts during such dispute where less than $50,000 is in dispute shall be resolved by Buyer’s and Seller’s accountants (whose mutual decisions period or any mutually agreed extension thereof shall be final and binding on each of upon the Parties. If, during such period, the Buyer and Seller); provided, however, that should such accountants be the Sellers’ Representative are unable to reach such agreement, they shall promptly thereafter cause KPMG LLP (the “Accountants”) to promptly review the definition of Purchase Price and any such disputed items or disputed amounts for the purpose of calculating the Final Purchase Price of the applicable Company Group. In making such calculation, the Accountants shall consider only those items or amounts in the Buyer Olinda Closing Statement and the Buyer Providence Closing Statement as to which the Sellers’ Representative has disagreed and shall resolve any dispute with such disputes by applying the Agreed Accounting Principles. The Accountants shall deliver to the Buyer and the Sellers’ Representative, within thirty (30) days of their engagement, a report setting forth such calculation. Such report shall be final and binding upon the Parties. The cost of such review and report shall be allocated to and paid by the Buyer, on the one hand, and the Sellers’ Representative (for the benefit of the Sellers of the relevant Company Group or Company Groups), on the other hand, in the same proportion that the aggregate amount of the money at issue in such disputed items submitted to the Accountants that are unsuccessfully disputed by them (as finally determined by the Accountants) bears to the total amount of such disputed items, which proportionate allocation shall also be determined by the Accountants and be included in the Accountants’ report. (d) With respect to the Preliminary Olinda Companies and the Providence Companies, the “Final Purchase Price” of such Company Group shall be: (i) the Olinda Purchase Price or the Providence Purchase Price (as applicable) of such Company Group as calculated using the components identified in the Buyer Olinda Closing Statement within ten or the Buyer Providence Closing Statement (10as applicable) business days and delivered pursuant to Section 2.6(a), if no Notice of the Closing Date or any dispute Disagreement with respect thereto is duly delivered pursuant to Section 2.6(b); or (ii) if such a Notice of Disagreement is delivered, the Final Closing Statement within ten Olinda Purchase Price or the Providence Purchase Price (10as applicable) business days following Sellerof such Company Group (A) calculated using the components agreed by the Buyer and the Sellers’ Representative pursuant to Section 2.6(c) or (B) in the absence of such agreement, calculated using the components shown in the Accountant’s receipt of calculation delivered pursuant to Section 2.6(c). (e) The Buyer and the Final Closing Statement from BuyerSellers agree that they will, such disputesand each agrees to cause its (and the Companies) accountants to, as the case may be, shall be resolved by arbitration. In the event that Buyer’s and Seller’s accountants are the same accounting firm, Seller shall be allowed to appoint its own representative to represent Seller with respect to the dispute which representative shall be a nationally recognized public accounting firm. If at any time within ninety (90) days after the Closing Date either Date, the Buyer or Seller discovers items that should have been included agrees to cause the Companies to, cooperate and assist in the Closing Statements but were omitted therefrom, then such items shall be adjusted in the same manner as if their existence had been known at the time of the preparation of the Closing Statements, statements of the components of the Olinda Purchase Price and any payment owing the Providence Purchase Price (as a result thereof shall be made as provided above applicable) contemplated by this Section 2 and in the conduct of the reviews referred to in this Section 132.6, including making available to the extent necessary books, records, work papers, and personnel and granting the Sellers’ Representative and the Buyer (as applicable) and their respective Representatives access at reasonable times and places to all books, records, and employees of the Companies and RPMC reasonably requested by the Sellers’ Representative or the Buyer in connection therewith.

Closing Statements. Seller shall prepare The parties hereto authorize each other’s agents and deliver employees to Buyer on 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 preliminary closing statement (a “Preliminary Closing Statement”) as period of the Closing Date, which shall show the net amount due either up to Seller or Buyer based on items for which a specific credit or debit is provided in this Agreement, which statement shall be in form and substance acceptable to Buyer. Such net amount shall be added to or subtracted from the payment of the cash balance of the Purchase Price to be paid to Seller pursuant to Section 3 on the Closing Date. Within sixty (60) days after the Closing Date, Buyer shall deliver a final closing statement (a “Final Closing Statement”) to Seller setting forth the final determination of all items to be included in the Closing Statements. To the extent that amounts are determined to be owing by Seller to Buyer or by Buyer to Seller which are not disputed, such amounts shall be settled in cash between Buyer and Seller. Should Buyer and Seller disagree on the amount due either Buyer or Seller as reflected in the Preliminary Closing Statement, or the Final Closing Statement, any such dispute where less than $50,000 is in dispute shall be resolved by Buyer’s and Seller’s accountants (whose mutual decisions shall be final and binding on each of Buyer and Seller); provided, however, that should such accountants be unable to resolve any dispute with respect to the Preliminary Closing Statement within ten (10) business days of the Closing Date or any dispute with respect to the Final Closing Statement within ten (10) business days following Seller’s receipt of the Final Closing Statement from Buyer, such disputes, as the case may be, shall be resolved by arbitration. In the event that Buyer’s and Seller’s accountants are the same accounting firm, Seller shall be allowed to appoint its own representative to represent Seller with respect to the dispute which representative shall be a nationally recognized public accounting firm. If at any time within ninety (90) days after the Closing Date either Buyer 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 discovers items that should have been included 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 Statements but were omitted therefromDate, then 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 adjusted 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 same manner price paid by Purchaser for Accounts Receivable described in Section 9.01(b)(iv) if any Acquired Accounts Receivable so purchased remain uncollected as if their existence had been known at the time of the preparation 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 StatementsStatement. The adjustments, prorations and any payment owing as a result thereof determinations agreed to by Seller and Purchaser shall be made as provided above in this Section 13conclusive and binding on the parties hereto.

Closing Statements. Seller shall prepare and deliver to Buyer on the Closing Date a preliminary closing statement (a “"Preliminary Closing Statement”") as of the Closing Date, which shall show the net amount due either to Seller or Buyer based on (a) items for which a specific credit or debit is provided for in this AgreementAgreement and (b) items not described in Section 10.5 that normally are prorated and adjusted in the sale of a casino business, which statement shall be in form and substance acceptable to Buyer. Such net amount shall be added to or subtracted from the payment of the cash balance of the Purchase Price to be paid to Seller pursuant to Section 3 on the Closing Date. Within sixty (60) days after the Closing Date, Buyer shall deliver a final closing statement (a “"Final Closing Statement”") to Seller setting forth the final determination of all items to be included in the Closing Statements. To the extent that amounts are determined to be owing by Seller to Buyer or by Buyer to Seller which are not disputed, such amounts shall be settled in cash between Buyer and Seller. Should Buyer and Seller disagree on the amount due either Buyer or Seller as reflected in the Preliminary Closing Statement, or the Final Closing Statement, any such dispute where less than $50,000 is in dispute shall be resolved by Buyer’s 's and Seller’s 's accountants (whose mutual decisions shall be final and binding on each of Buyer and Seller); provided, however, that should such accountants be unable to resolve any dispute with respect to the Preliminary Closing Statement within ten (10) business days of the Closing Date or any dispute with respect to the Final Closing Statement within ten (10) business days following the Seller’s 's receipt of the Final Closing Statement from Buyer, such disputes, as the case may be, shall be resolved by arbitrationarbitration in the manner provided in Section 37 of this Agreement. In the event that Buyer’s 's and Seller’s 's accountants are the same accounting firm, Seller shall be allowed to appoint its own representative to represent Seller the Buyer with respect to the dispute which representative shall be a nationally recognized public accounting firm. If at any time within ninety (90) days after the Closing Date either Buyer or Seller discovers items that should have been included in the Closing Statements but were omitted therefrom, then such items shall be adjusted in the same manner as if their existence had been known at the time of the preparation of the Closing Statements, and any payment owing as a result thereof shall be made as provided above in this Section 13.

Closing Statements. (A) The Seller Parties shall prepare in good faith and deliver to Buyer Purchaser for its review and comment, a statement of estimated Proration Items and other credits and adjustments to the Unadjusted Purchase Price hereunder on a Property by Property basis, together with all relevant supporting documentation, to be submitted to Purchaser no less than five (5) Business Days before the Initial Closing Date a preliminary closing statement (a the “Preliminary Estimated Initial Closing Statement”). In the event that the Seller Parties and Purchaser agree to revisions to the Estimated Initial Closing Statement, the Seller Parties shall deliver their revised, if applicable, statement of estimated Proration Items and other credits and adjustments to the Unadjusted Purchase Price to Purchaser no less than two (2) as of Business Days before the Initial Closing DateDate (the Estimated Initial Closing Statement or the revised statement, which shall show if any, the “Initial Closing Statement”). The Proration Items and other credits and adjustments reflected in the Initial Closing Statement will be paid at the Initial Closing by Purchaser to the Seller Parties (if the Proration Items, credits and adjustments result in a net amount due either credit to the Seller Parties) or Buyer based on items for which by the Seller Parties to Purchaser (if the Proration Items, credits and adjustments pursuant to this Section 1.4 result in a specific net credit to Purchaser) by increasing or debit is provided reducing the cash to be delivered by Purchaser in this Agreement, which statement shall be in form and substance acceptable to Buyer. Such net amount shall be added to or subtracted from the payment of the cash balance of the Estimated Initial Purchase Price to be paid to Seller pursuant to Section 3 on at the Initial Closing. As soon as practicable following the Initial Closing Date. Within and, in any event, not later than sixty (60) days after the Closing, the Seller Parties shall prepare in good faith and deliver to Purchaser for its approval, which approval shall not be unreasonably withheld, delayed or conditioned, an update to the Initial Closing DateStatement (as approved by Purchaser, Buyer shall deliver a final closing statement (a the “Final Adjusted Initial Closing Statement”) which update will reflect the Seller Parties calculation of Proration Items and other credits and adjustments pursuant to Seller setting forth this Section 1.4 as of the final determination Initial Closing Date based on the information available as of all items to the preparation date. Re-prorations will be included in made after the Initial Closing Statements. To the extent that when actual amounts are determined only where expressly provided in this Section 1.4. (B) If applicable, the Seller Parties shall prepare in good faith and deliver to Purchaser for its review and comment, a statement of estimated Proration Items and other credits and adjustments to the Deferred Purchase Price hereunder on a Property by Property basis, together with all relevant supporting documentation, to be owing by Seller submitted to Buyer or by Buyer to Seller which are not disputed, such amounts shall be settled in cash between Buyer and Seller. Should Buyer and Seller disagree on Purchaser no less than five (5) Business Days before the amount due either Buyer or Seller as reflected in Deferred Closing Date (the Preliminary “Estimated Deferred Closing Statement, or the Final Closing Statement, any such dispute where less than $50,000 is in dispute shall be resolved by Buyer’s and Seller’s accountants (whose mutual decisions shall be final and binding on each of Buyer and Seller”); provided, however, that should such accountants be unable to resolve any dispute with respect to the Preliminary Closing Statement within ten (10) business days of the Closing Date or any dispute with respect to the Final Closing Statement within ten (10) business days following Seller’s receipt of the Final Closing Statement from Buyer, such disputes, as the case may be, shall be resolved by arbitration. In the event that Buyer’s Seller Parties and Seller’s accountants are the same accounting firm, Seller shall be allowed Purchaser agree to appoint its own representative to represent Seller with respect revisions to the dispute which representative Estimated Deferred Closing Statement, the Seller Parties shall deliver their revised, if applicable, statement of estimated Proration Items and other credits and adjustments to the Deferred Purchase Price to Purchaser no less than two (2) Business Days before the Deferred Closing Date (the Estimated Deferred Closing Statement or the revised statement, if any, the “Deferred Closing Statement”). The Proration Items and other credits and adjustments reflected in the Deferred Closing Statement will be paid at the Deferred Closing by Purchaser to the Seller Parties (if the Proration Items, credits and adjustments result in a nationally recognized public accounting firmnet credit to the Seller Parties) or by the Seller Parties to Purchaser (if the Proration Items, credits and adjustments pursuant to this Section 1.4 result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Estimated Deferred Purchase Price at the Deferred Closing. If at As soon as practicable following the Deferred Closing and, in any time within ninety event, not later than sixty (9060) days after the Deferred Closing, the Seller Parties shall prepare in good faith and deliver to Purchaser for its approval, which approval shall not be unreasonably withheld, delayed or conditioned, an update to the Deferred Closing Statement (as approved by Purchaser, the “Adjusted Deferred Closing Statement”) which update will reflect the Seller Parties calculation of Proration Items and other credits and adjustments pursuant to this Section 1.4 as of the Deferred Closing Date either Buyer or Seller discovers items that should have been included in based on the Closing Statements but were omitted therefrom, then such items shall be adjusted in the same manner information available as if their existence had been known at the time of the preparation of the Closing Statements, and any payment owing as a result thereof shall date. Re-prorations will be made as after the Deferred Closing when actual amounts are determined only where expressly provided above in this Section 131.4.

Closing Statements. Seller Each party shall cause it designated representatives to enter the Motels at reasonable times and without unreasonably interfering with operations, both before and after the Closing Date, for the purpose of making such inventories, examinations and audits of the Motels and of the books and records of the Motels, as they deem necessary to make the adjustments and prorations required under this Section 5, or under any other provisions of this Agreement. Based upon such inventories, examinations and audits, at the Closing, the representatives of the parties shall jointly prepare and deliver to Buyer on the Closing Date each party a preliminary closing statement (a “Preliminary Closing Statement”) as of the Closing Date, Statement for each Motel which shall show the net amount due either to Seller Sellers or Buyer based on items for which Buyers as a specific credit or debit is provided in this Agreementresult thereof, which statement shall be in form and substance acceptable to Buyer. Such such net amount shall will be added to or subtracted from the payment of the cash balance of the Purchase Price to be paid to Seller Sellers pursuant to Section 3 on the Closing Date2.2 hereof. Within sixty (60) days after following the Closing Date, Buyer Sellers and Buyers shall deliver agree on a final closing statement (a “Final Closing Statement”) to Seller Statement setting forth the final determination of all items to be included in on the preliminary Closing Statements. To the extent that amounts are determined to be owing by Seller to Buyer or by Buyer to Seller which are not disputed, such amounts shall be settled in cash between Buyer and Seller. Should Buyer and Seller disagree on the The net amount due either Buyer Sellers or Seller as reflected Buyers, if any, by reason of adjustments in the Preliminary preliminary Closing Statements as shown in the final Closing Statement, or the Final Closing Statement, any such dispute where less than $50,000 is in dispute shall be resolved paid in cash by Buyer’s and Seller’s accountants (whose mutual decisions shall be final and binding on each of Buyer and Seller); provided, however, that should such accountants be unable to resolve any dispute with respect to the Preliminary Closing Statement party obligated therefor within ten (10) business days following the date of delivery of the final Closing Date or any dispute Statement to the parties. In the event the representatives of the parties are unable to reach agreement with respect to the Final final Closing Statement within ten Statement, the parties shall submit their dispute to a firm of independent certified public accountants of recognized standing in the motel industry (10) business days following Seller’s receipt the "Accountants"), and the determinations of such firm shall be conclusive on all parties hereto. Any cost associated with retention of the Final Closing Statement from Buyer, such disputes, as the case may be, Accountants shall be resolved borne equally by arbitration. In the event that Buyer’s Sellers and Seller’s accountants are the same accounting firm, Seller shall be allowed to appoint its own representative to represent Seller with respect to the dispute which representative shall be a nationally recognized public accounting firm. If at any time within ninety (90) days after the Closing Date either Buyer or Seller discovers items that should have been included in the Closing Statements but were omitted therefrom, then such items shall be adjusted in the same manner as if their existence had been known at the time of the preparation of the Closing Statements, and any payment owing as a result thereof shall be made as provided above in this Section 13Buyers.

Closing Statements. Seller For purposes of identifying any estimated shortfall in the Net Working Capital pursuant to Section 1.3, the initial calculation shall prepare and deliver to Buyer be estimated by the Parties in good faith at Closing based on the most current interim financial statements included in the Company Financial Statements (as hereinafter defined) with provisional adjustments as shall be mutually agreed upon at Closing Date a preliminary closing statement (a and such estimate shall be called the “Preliminary Closing Statement”) as of the Closing Date, which shall show the net amount due either to Seller or Buyer based on items for which a specific credit or debit is provided in this Agreement, which statement shall be in form and substance acceptable to Buyer. Such net amount shall be added to or subtracted from the payment of the cash balance of the Purchase Price to be paid to Seller pursuant to Section 3 on the Closing Date. Within sixty .” No later than forty-five (6045) days after Closing, HRD and the Closing Date, Buyer Shareholder shall deliver a final closing statement (a prepare the “Final Closing Statement”) to Seller setting forth ” reflecting the final determination of all items Net Working Capital as of Closing, determined in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied with prior periods. If such Final Closing Statement reflects Net Working Capital at Closing pursuant to be included in the Closing Statements. To the extent that amounts are determined to be owing by Seller to Buyer or by Buyer to Seller which are not disputed, such amounts shall be settled in cash between Buyer and Seller. Should Buyer and Seller disagree on Section 1.3 was less than the amount due either Buyer or Seller as reflected in estimated at Closing on the Preliminary Closing Statement, the Shareholder shall refund the amount of such shortfall to HRD on or before the tenth (10th) business day after the Final Closing Statement is agreed upon by HRD and the Shareholder. If the Final Closing Statement indicates that Net Working Capital at Closing was in excess of the amount estimated on the Preliminary Closing Statement, HRD shall pay any such dispute where less than $50,000 is in dispute excess to the Shareholder within said ten business (10) day period. If HRD and the Shareholder are unable to agree on the Final Closing Statement within thirty (30) days after the Closing, they shall be resolved by Buyer’s appoint the firm of Dye CPAs and Seller’s accountants Advisors (whose mutual decisions the “Accountants”) to make such determination, which determination shall be final and binding on upon HRD and the Shareholder the purposes of this Agreement. HRD and the Shareholder shall each of Buyer and Seller); provided, however, that should such accountants be unable to resolve any dispute with respect to pay one-half the Preliminary Closing Statement within ten (10) business days cost of the Closing Date or any dispute with respect to the Final Closing Statement within ten (10) business days following Seller’s receipt of the Final Closing Statement from Buyer, such disputes, as the case may be, shall be resolved by arbitration. In the event that Buyer’s and Seller’s accountants are the same accounting firm, Seller shall be allowed to appoint its own representative to represent Seller with respect to the dispute which representative shall be a nationally recognized public accounting firm. If at any time within ninety (90) days after the Closing Date either Buyer or Seller discovers items that should have been included in the Closing Statements but were omitted therefrom, then such items shall be adjusted in the same manner as if their existence had been known at the time of the preparation of the Closing Statements, and any payment owing as a result thereof shall be made as provided above in this Section 13Accountants.

Closing Statements. The Seller Parties shall prepare in good faith and deliver to Buyer Purchaser for its review and comment, a statement of estimated Proration Items and other credits and adjustments to the applicable Closing Consideration on the a Property by Property basis, together with all relevant supporting documentation, to be submitted to Purchaser no less than five (5) Business Days before each Closing Date a preliminary closing statement (a each, an “Preliminary Estimated Closing Statement”) as with respect to the Properties to be sold at such Closing. In the event that the Seller Parties and Purchaser agree to revisions to the Estimated Closing Statement, the Seller Parties shall deliver their revised, if applicable, statement of estimated Proration Items and other credits and adjustments to the applicable Closing Consideration to Purchaser no less than two (2) Business Days before each Closing Date (the Estimated Closing Statement or the revised statement, if any, the “Closing Statement”). The Proration Items and other credits and adjustments reflected in the applicable Closing Statement will be paid at the Closing by Purchaser to the Seller Parties (if the Proration Items, credits and adjustments pursuant to this Section 1.4 result in a net credit to the Seller Parties) or by the Seller Parties to Purchaser (if the Proration Items, credits and adjustments result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Closing DateConsideration at the Closing. As soon as practicable following each Closing and, which shall show the net amount due either to Seller or Buyer based on items for which a specific credit or debit is provided in this Agreementany event, which statement shall be in form and substance acceptable to Buyer. Such net amount shall be added to or subtracted from the payment of the cash balance of the Purchase Price to be paid to Seller pursuant to Section 3 on the Closing Date. Within not later than sixty (60) days after such Closing, the Seller Parties shall prepare in good faith and deliver to Purchaser for its approval, which approval shall not be unreasonably withheld, delayed or conditioned, an update to the applicable Closing DateStatement (each, Buyer shall deliver a final closing statement (a as approved by the Purchaser, an “Final Adjusted Closing Statement”) which update will reflect the Seller Parties’ calculation of the Proration Items and other credits and adjustments pursuant to Seller setting forth the final determination of all items to be included in the Closing Statements. To the extent that amounts are determined to be owing by Seller to Buyer or by Buyer to Seller which are not disputed, such amounts shall be settled in cash between Buyer and Seller. Should Buyer and Seller disagree on the amount due either Buyer or Seller this Section 1.5 as reflected in the Preliminary Closing Statement, or the Final Closing Statement, any such dispute where less than $50,000 is in dispute shall be resolved by Buyer’s and Seller’s accountants (whose mutual decisions shall be final and binding on each of Buyer and Seller); provided, however, that should such accountants be unable to resolve any dispute with respect to the Preliminary Closing Statement within ten (10) business days of the Closing Date or any dispute with respect to based on the Final Closing Statement within ten (10) business days following Seller’s receipt information available as of the Final Closing Statement from Buyer, such disputes, as the case may be, shall preparation date. Re-prorations will be resolved by arbitration. In the event that Buyer’s and Seller’s accountants are the same accounting firm, Seller shall be allowed to appoint its own representative to represent Seller with respect to the dispute which representative shall be a nationally recognized public accounting firm. If at any time within ninety (90) days made after the Closing Date either Buyer or Seller discovers items that should have been included in the Closing Statements but were omitted therefrom, then such items shall be adjusted in the same manner as if their existence had been known at the time of the preparation of the Closing Statements, and any payment owing as a result thereof shall be made as when actual amounts are determined only where expressly provided above in this Section 131.5.

Closing Statements. Seller shall prepare and deliver to Buyer on the Closing Date a preliminary closing statement (a “Preliminary Closing Statement”a) as of the Closing Date, which shall show the net amount due either to Seller or Buyer based on items for which a specific credit or debit is provided in this Agreement, which statement shall be in form and substance acceptable to Buyer. Such net amount shall be added to or subtracted from the payment of the cash balance of the Purchase Price to be paid to Seller pursuant to Section 3 on the Closing Date. Within Not later than sixty (60) days after the Closing Date, Buyer Buying Group and Buying Group's Accountants shall deliver cause to be prepared and delivered to Selling Group a final closing statement proposed Closing Balance Sheet, accompanied by (i) notes which specifically identify (x) all Excluded Property and (y) the Purchased Assets and the Balance Sheet Assumed Liabilities reflected on the Closing Balance Sheet and (ii) a “Final Closing Statement”) to Seller detailed schedule setting forth Buying Group's calculation of the final determination Closing Balance Sheet Adjustment and, by utilizing the AR Valuation Principles (which shall include as credit balances only those credit balances set forth on the Statement of Credit Balances), the Accounts Receivable Adjustment (collectively, the " Closing Statements"). In preparing the Closing Statements and accompanying notes and schedules, Buying Group shall consult with Selling Group, and will permit Selling Group to review, upon its request, all items to be workpapers, schedules and calculations related thereto . (b) If Selling Group does not dispute within forty-five (45) days after receipt of Buying Group's Closing Statements any item included in the proposed Closing Statements. To Balance Sheet and/or the extent that amounts are determined to be owing by Seller to Buyer or by Buyer to Seller which are not disputed, such amounts shall be settled in cash between Buyer and Seller. Should Buyer and Seller disagree on the amount due either Buyer or Seller as reflected in the Preliminary Closing Statement, or the Final Closing Statement, any such dispute where less than $50,000 is in dispute shall be resolved by Buyer’s and Seller’s accountants (whose mutual decisions shall be final and binding on each of Buyer and Seller); provided, however, that should such accountants be unable to resolve any dispute with respect to the Preliminary Closing Statement within ten (10) business days calculation of the Closing Date Balance Sheet Adjustment or any dispute with respect the Accounts Receivable Adjustment, the proposed Closing Statements delivered by Buying Group shall be deemed to be the Final final "Closing Statement within ten (10) business days following Seller’s receipt of the Final Closing Statement from Buyer, such disputesStatements" and appropriate payment shall be made by Buying Group or Selling Group, as the case may be, shall be resolved by arbitrationpursuant to Section 2.4(b) hereof. In the event that Buyer’s and Seller’s accountants are Selling Group has a dispute with regard to the same accounting firmappropriateness of any item included in Buying Group's Closing Statements and/or the calculation of the Closing Balance Sheet Adjustment or the Accounts Receivable Adjustment, Seller payment to the extent of amounts not in dispute shall be allowed made promptly (but in no event later than the fifth Business Day following the expiration of said forty-five (45) day period) by Buying Group or Selling Group, as t he case may be, pursuant to appoint its own representative Section 2.4(b) hereof, with any dispute to represent Seller be resolved in the following manner: (i) Selling Group shall notify Buying Group in writing within forty-five (45) days after Selling Group's receipt of Buying Group's proposed Closing Statements which notice shall specify in reasonable detail the nature of the dispute; (ii) during the thirty (30) day period following Buying Group's receipt of such notice, Buying Group and Selling Group and their respective representatives shall attempt in good faith to resolve such dispute and to determine the appropriateness of the disputed items included in Buying Group's proposed Closing Statements and/or the proposed Closing Balance Sheet Adjustment or the Accounts Receivable Adjustment. During such thirty (30) day period, Buying Group and Selling Group and their respective representatives shall each have access to the working papers and accompanying notes and schedules prepared in connection with the proposed Closing Statements; (iii) if during such thirty (30) day period specified in subsection (ii) above, Buying Group and Selling Group reach a written agreement with respect to the such dispute which representative or Selling Group has withdrawn is objection, such proposed Closing Statements shall be a nationally recognized public accounting firmdeemed to be the final Closing Statements. If at any time the end of the thirty (30) day period specified in subsection (ii) above, Buying Group and Selling Group shall have failed to reach a written agreement with respect to such dispute or Selling Group has not withdrawn its objection, the matter shall be referred to a mutually agreeable nationally recognized accounting firm (the "Arbitrator"), which shall act as an arbitrator and shall issue its report resolving all disputes as to the appropriateness of Buying Group's proposed Closing Statements or the proposed Closing Balance Sheet Adjustment or proposed Accounts Receivable Adjustment within ninety sixty (9060) days after such dispute is referred to it. Each party may also fu rnish to the Closing Date either Buyer Arbitrator such other information and documents as it deems relevant with appropriate copies or Seller discovers items that should have been included in notification being given to the Closing Statements but were omitted therefrom, then such items other parties. The Arbitrator shall be adjusted in utilize the same manner AR Valuation Principles (which shall include as if their existence had been known at credit balances only those credit balances set forth on the time Statement of the preparation of the Closing Statements, and any payment owing as a result thereof shall be made as provided above in this Section 13.Credit Balances) for the

Closing Statements. As promptly as practicable (and, in any ------------------ event, within 30 calendar days) following the Closing Date, Seller shall prepare and deliver to Buyer on Acquiror the Closing Statements. Acquiror shall have 20 calendar days following Acquiror's receipt of the Closing Statements to review the Closing Statements. During such 20-day period (the "Dispute Notice Period"), Acquiror may give notice (a "Dispute Notice") to Seller in the event that Acquiror determines in good faith that the Closing Statements were not prepared in accordance with this Agreement and, as a result, the Closing Inventory Statement misstates the Gross Book Value of the Inventory as of the Closing Date or the Closing Prepaid/Proration Statement misstates the Closing Date Prepaid Amount or the Closing Date Prorated Amount. If Acquiror fails to deliver a preliminary closing statement (Dispute Notice within the Dispute Notice Period, Acquiror shall be deemed to have irrevocably waived its right to deliver a “Preliminary Closing Statement”) Dispute Notice. If a Dispute Notice is delivered by Acquiror, Seller and Acquiror shall negotiate in good faith to agree upon the Gross Book Value of the Inventory as of the Closing Date, the Closing Date Prepaid Amount, the Closing Date Prorated Amount and the Final Purchase Price. If Seller and Acquiror fail to agree to such matters within 30 calendar days after the Dispute Notice is delivered to Seller, the Closing Statements and the Dispute Notice shall be submitted to the Independent Accounting Firm, which shall show then determine, in accordance with the net amount due either to Seller or Buyer based on items for which a specific credit or debit is provided in provisions of this Agreement, which statement shall be in form and substance acceptable to Buyer. Such net amount shall be added to or subtracted from the payment Gross Book Value of the cash balance Inventory as of the Purchase Price to be paid to Seller pursuant to Section 3 on the Closing Date. Within sixty (60) days after the Closing Date, Buyer shall deliver a final closing statement (a “the Closing Date Prepaid Amount, the Closing Date Prorated Amount and the Final Closing Statement”) to Seller setting forth the final Purchase Price. The determination of all items to the Independent Accounting Firm shall be included made as promptly as practicable (and, in any event, within 30 calendar days) following its receipt of the Closing Statements. To Statements and the extent that amounts are determined to be owing by Seller to Buyer or by Buyer to Seller which are not disputedDispute Notice, and such amounts shall be settled in cash between Buyer and Seller. Should Buyer and Seller disagree on the amount due either Buyer or Seller as reflected in the Preliminary Closing Statement, or the Final Closing Statement, any such dispute where less than $50,000 is in dispute shall be resolved by Buyer’s and Seller’s accountants (whose mutual decisions determination shall be final and binding on each of Buyer all parties absent manifest error. The fees, costs and Seller); provided, however, that should such accountants be unable to resolve any dispute with respect to the Preliminary Closing Statement within ten (10) business days expenses of the Closing Date or any dispute with respect to the Final Closing Statement within ten (10) business days following Seller’s receipt of the Final Closing Statement from Buyer, such disputes, as the case may be, Independent Accounting Firm shall be resolved borne equally by arbitration. In the event that Buyer’s Seller and Seller’s accountants are the same accounting firm, Seller shall be allowed to appoint its own representative to represent Seller with respect to the dispute which representative shall be a nationally recognized public accounting firm. If at any time within ninety (90) days after the Closing Date either Buyer or Seller discovers items that should have been included in the Closing Statements but were omitted therefrom, then such items shall be adjusted in the same manner as if their existence had been known at the time of the preparation of the Closing Statements, and any payment owing as a result thereof shall be made as provided above in this Section 13Acquiror.