Common use of Final Adjustments Clause in Contracts

Final Adjustments. Within one hundred twenty (120) days after the date of Closing, Seller shall prepare, in consultation with Buyer, a Final Settlement Statement, acting reasonably and in good faith (the “Final Settlement Statement”), setting forth (i) the final adjustments to the Purchase Price provided in Section 2.4 and (ii) any other adjustments arising pursuant to this Agreement or to which the parties mutually agree. Seller may set off any resulting amount due to Buyer against any amount or sum that Buyer may otherwise owe to Seller under the terms of this Agreement. Seller shall submit the Final Settlement Statement to Buyer, along with copies of third party vendor invoices, or other evidence of expenses agreed to by Buyer and Seller. Buyer shall respond in writing with objections and proposed corrections within thirty (30) days of receiving the Final Settlement Statement. If Buyer does not respond to the Final Settlement Statement by signing or objecting in writing within such thirty (30) day period, the statement will be deemed approved by Buyer and final and binding between the parties. After approval of the Final Settlement Statement, Buyer or Seller will send a check or invoice to Seller or Buyer, as the case may be, for the net amount reflected therein as owed by such party. If Buyer and Seller are unable to agree to all adjustments within thirty (30) days after Buyer’s written objection to the Final Settlement Statement submitted by Seller, adjustments which are not in dispute shall be paid by Buyer or Seller, as the case may be, at the expiration of such thirty day period and either party may submit such disagreement to an Independent Expert selected in the manner provided in Section 8 for resolution. An Independent Expert selected with respect to any dispute relating to the Final Settlement Statement need not be the Independent Expert selected pursuant to Section 8 with respect to a Title Defect or Environmental Defect, if any such person had been previously selected with respect to such matters.

Final Adjustments. Within one hundred twenty (120) days six months after the date of Closing, Seller shall prepare, in consultation with Buyer, prepare a Final Settlement Statement, acting reasonably and in good faith settlement statement (the “Final Settlement Statement”), ) setting forth (i) the final any adjustments to the Purchase Price provided for in Section 2.4 and (ii) not made prior to or at Closing, any updates or corrections to previously-made adjustments, and any other adjustments arising pursuant to this Agreement or to which Agreement. Additionally, in preparing the parties mutually agree. Final Settlement Statement, Seller may include as a set off any resulting amount due to Buyer against any amount or sum that Buyer may otherwise owe to Seller under the terms of this AgreementAgreement or any other agreement between Buyer and Seller. Seller shall submit the Final Settlement Statement to BuyerBuyer on or before the date established above, along with copies of third party vendor invoicesinvoices in excess of $5,000.00 each, or other evidence of expenses agreed to by Buyer and Seller. Buyer shall respond in writing with objections and proposed corrections within thirty (30) 60 days of after receiving the Final Settlement Statement. If Buyer does not respond to the Final Settlement Statement by signing or objecting in writing within such thirty (30) the 60-day period, the statement will be deemed approved by Buyer and final and binding between the partiesBuyer. After approval of the Final Settlement Statement, Buyer or Seller will send a check or invoice to Seller or Buyer, as the case may be, Buyer for the net amount reflected therein as owed by such partyamount. If Buyer and Seller are unable to agree to all adjustments within thirty (30) 60 days after Buyer’s written objection to receipt of the Final Settlement Statement submitted by Seller, adjustments which are not in dispute shall be paid by Buyer or Seller, as the case may be, at the expiration of such thirty 60-day period period. Adjustments which remain in dispute, if Buyer and either party may submit such disagreement Seller are unable to an Independent Expert selected in the manner provided in Section 8 for resolution. An Independent Expert selected with respect to any dispute relating to agree within 90 days after Seller provides the Final Settlement Statement need not to Buyer, shall be resolved as provided in Section 13. Within 5 business days after final resolution of the Independent Expert selected pursuant dispute, Buyer or Seller, as the case may be, shall promptly make cash payment to the other equal to the sum as may be found to be due. Nothing in this Section 8 with respect shall limit any right of either party to assert a Title Defect claim for revenues or Environmental Defectreimbursement after Buyer’s receipt of the Final Settlement Statement, if and in this regard (i) should any party receive revenues to which the other is entitled, such person had been previously selected with respect party shall pay over such revenues to the appropriate party within 30 days after receipt thereof, and (ii) should any party pay for costs or expenses for which the other party is responsible, such mattersparty shall reimburse the other party within 30 days after the date the responsible party receives an invoice for such costs and expenses.

Final Adjustments. Within one hundred twenty (120a) No more than ninety (90) days after the date of ClosingClosing Date, Seller Buyer shall prepare, in consultation with Buyer, prepare and deliver to Sellers a Final Settlement Statement, acting reasonably and in good faith written statement (the “Final Settlement Closing Statement”) of the Final Closing Net Working Capital, including the resulting Final Closing Net Working Capital Overage (if any) or Final Closing Net Working Capital Shortage (if any), and including a detailed classification of the various amounts of each component of Net Working Capital, which Final Closing Statement shall be prepared in good faith and on a basis consistent with the preparation of the Financial Information and the calculation of Net Working Capital set forth on Schedule B. Any such amounts determined to be payable pursuant to the Final Closing Statement shall be paid to either Sellers, on the one hand, or Buyer, on the other hand, pursuant to Section 3.2(c) hereof (the “Final Closing Payment”). (b) If Sellers disagree with the calculation of any amounts on the Final Closing Statement, Sellers shall, within twenty (20) Business Days after their receipt of the Final Closing Statement, notify Buyer of such disagreement in writing, setting forth in detail the particulars of such disagreement. Any amounts on the Final Closing Statement not disputed in writing by Sellers within twenty (i20) Business Days after receipt of the final adjustments to the Purchase Price provided in Section 2.4 Final Closing Statement shall be final, binding and (ii) any other adjustments arising pursuant to this Agreement or to which the parties mutually agree. Seller may set off any resulting amount due to Buyer against any amount or sum that Buyer may otherwise owe to Seller under the terms conclusive for purposes of this Agreement. Seller shall submit Buyer will provide Sellers reasonable access to any of Buyer’s and the Companies’ records (including work papers and source documents) and relevant employees not otherwise available to Sellers as a result of the transactions contemplated hereby, to the extent reasonably related to Sellers’ review of the Final Settlement Closing Statement. If Sellers do not provide such notice of disagreement within the twenty (20) Business Day period, Sellers shall be deemed to have accepted the Final Closing Statement and the calculation of all amounts set forth thereon, which shall be final, binding and conclusive for purposes of this Agreement and not subject to any further recourse by Buyer, along Sellers or their respective Affiliates absent manifest error or fraud. If any such notice of disagreement is timely provided, Buyer and Sellers shall use commercially reasonable efforts for a period of twenty (20) Business Days (or such longer period as they may mutually agree) to resolve any disagreements with copies respect to the calculation of third party vendor invoicesany amounts set forth on the Final Closing Statement (and which were previously identified in writing by Sellers pursuant to the first sentence of this Section 3.2(b)). If, at the end of such period, the parties are unable to fully resolve the disagreements, the parties shall refer the matter to BDO USA LLP (the “Auditor ”) to resolve any remaining disagreements. The Auditor shall be instructed to (i) consider only such matters as to which there is a disagreement, (ii) determine, as promptly as practicable, whether the disputed amounts set forth on the Final Closing Statement were prepared in accordance with the standards set forth in this Agreement, and (iii) deliver, as promptly as practicable but in any event within forty-five (45) days of the end of such 20-Business Day period (or other evidence such longer period as the parties may have mutually agreed), to Sellers and Buyer its determination in writing. The resolution for each disputed item contained in the Auditor’s determination shall be made subject to the definitions and principles set forth in this Agreement, and shall be consistent with either the position of Sellers or Buyer. Sellers and Buyer shall bear their own expenses agreed to in the preparation and review of the Estimated Closing Statement and Final Closing Statement, except that the fees and expenses of the Auditor shall be paid one-half by Buyer and Sellerone-half by Sellers. Buyer The determination of the Auditor shall respond in writing be final, binding and conclusive for purposes of this Agreement and not subject to any further recourse by Buyer, Sellers or their respective Affiliates, absent manifest error or fraud by Buyer, Sellers or the Auditor. Any dispute with objections and proposed corrections within thirty (30) days of receiving the Final Settlement Statement. If Buyer does not respond respect to the Final Settlement Closing Statement by signing or objecting will not affect any undisputed amounts in writing within such thirty (30) day period, the statement will be deemed approved by Buyer and final and binding between the parties. After approval of the Final Settlement Statement, Closing Statement or the related payments contemplated by Section 3.2(c) hereof. The date on which an amount set forth on the Final Closing Statement is finally determined in accordance with this Section 3.2(b) is hereinafter referred to as the “Determination Date.” (c) Any amounts determined to be due and owing to Sellers from Buyer or Seller will send a check or invoice to Seller or BuyerBuyer from Sellers, as the case may beapplicable, for the net amount reflected therein as owed by such party. If Buyer and Seller are unable pursuant to agree to all adjustments within thirty (30) days after Buyer’s written objection to the Final Settlement Statement submitted by Seller, adjustments which are not in dispute this Section 3.2 shall be paid by Sellers to Buyer or Sellerby Buyer to Sellers, as applicable, within two (2) Business Days after the case may be, at the expiration of such thirty day period and either party may submit such disagreement to an Independent Expert selected in the manner provided in Section 8 for resolution. An Independent Expert selected with respect to any dispute relating to the Final Settlement Statement need not be the Independent Expert selected pursuant to Section 8 with respect to a Title Defect or Environmental Defect, if any such person had been previously selected with respect to such mattersapplicable Determination Date.

Final Adjustments. Within one hundred twenty (120) days after the date of Closing, Seller shall prepare, in consultation with Buyer, a Final Settlement Statement, acting reasonably and in good faith (the “Final Settlement Statement”), setting forth (i) the final adjustments to the Purchase Price provided in Section 2.4 and (ii) any other adjustments arising pursuant to this Agreement or to which the parties mutually agree. Seller may set off any resulting amount due to Buyer against any amount or sum that Buyer may otherwise owe to Seller under the terms of this Agreement. Seller shall submit the Final Settlement Statement to Buyer, along with copies of third party vendor invoicesinvoices in excess of $10,000.00 each, or other evidence of expenses agreed to by Buyer Xxxxx and Seller. Buyer Xxxxx shall respond in writing with objections and proposed corrections within thirty (30) days of receiving the Final Settlement Statement. If Buyer Xxxxx does not respond to the Final Settlement Statement by signing or objecting in writing within such thirty (30) day period, the statement will be deemed approved by Buyer Xxxxx and final and binding between the parties. After approval of the Final Settlement Statement, Buyer or Seller will send a check or invoice to Seller or Buyer, as the case may be, for the net amount reflected therein as owed by such party. If Buyer and Seller are unable to agree to all adjustments within thirty (30) days after BuyerXxxxx’s written objection to the Final Settlement Statement submitted by Seller, adjustments which are not in dispute shall be paid by Buyer Xxxxx or Seller, as the case may be, at the expiration of such thirty day period and either party may submit such disagreement to an Independent Expert selected in the manner provided in Section 8 for resolution. An Independent Expert selected with respect to any dispute relating to the Final Settlement Statement need not be the Independent Expert selected pursuant to Section 8 with respect to a Title Defect or Environmental Defect, if any such person had been previously selected with respect to such matters.

Final Adjustments. Within one hundred twenty (120a) As soon as reasonably practicable following the Closing Date, but in no event more than five (5) business days after the date of ClosingClosing Date, each Seller shall prepare, deliver to Buyer a final accounting in consultation with Buyerthe aggregate amount for its Property of the items set forth in subclauses (b) and (c) of Section 4.1 hereof (such final accounting for each Seller, a "Final Closing Statement"). Any such amounts determined pursuant to any Final Closing Statement shall be paid to either a Seller or Buyer pursuant to Section 4.3(d) hereof (any such amount with respect to Xxxxxx'x Seller One being referred to herein as the "Xxxxxx'x Seller One Final Closing Payment"; any such amount with respect to Xxxxxx'x Seller Two being referred to herein as the "Xxxxxx'x Seller Two Final Closing Payment"; any such amount with respect to Caesars Seller One being referred to herein as the "Caesars Seller One Final Closing Payment"; and any such amount with respect to Caesars Seller Two, being referred to herein as the "Caesars Seller Two Final Closing Payment"). The final adjustments with respect to real and personal property Taxes shall be made pursuant to the terms set forth in Section 4.1(a) hereof. (b) As soon as reasonably practicable following the Closing Date, but in no event more than five (5) business days after the Closing Date, each Seller shall deliver to Buyer a final accounting for its Property as of the Transfer Time of the items set forth in subclauses (a) through (e) of Section 4.2 hereof (such final accounting for each Seller, a "Final Operations Settlement"). Any such amounts determined pursuant to any Final Operations Settlement Statementshall be paid to either a Seller or Buyer pursuant to Section 4.3(d) hereof (any such amount with respect to Xxxxxx'x Seller One being referred herein as the "Xxxxxx'x Seller One Final Operations Payment"; any such amount with respect to Xxxxxx'x Seller Two being referred herein as the "Xxxxxx'x Seller Two Final Operations Payment"; any such amount with respect to Caesars Seller One being referred to herein as the "Caesars Seller One Final Operations Payment"; and any such amount with respect to Caesars Seller Two being referred herein as the "Caesars Seller Two Final Operations Payment"). (c) If Buyer disagrees with the calculation of any amounts on any Final Closing Statement or any Final Operations Settlement, acting reasonably and it shall within fifteen (15) business days after its receipt of such Final Closing Statement or Final Operations Settlement, notify each of the Sellers of such disagreement in good faith (the “Final Settlement Statement”)writing, setting forth (i) in detail the final adjustments particulars of such disagreement. Each Seller will provide Buyer reasonable access to any such Seller's records not otherwise available to Buyer as a result of the transactions contemplated hereby, to the Purchase Price provided in Section 2.4 and (ii) any other adjustments arising pursuant extent reasonably related to this Agreement or to which the parties mutually agree. Seller may set off any resulting amount due to Buyer against any amount or sum that Buyer may otherwise owe to Seller under the terms Buyer's review of this Agreement. Seller shall submit the Final Settlement Statement to Buyer, along with copies of third party vendor invoices, or other evidence of expenses agreed to by Buyer Closing Statements and Seller. Buyer shall respond in writing with objections and proposed corrections within thirty (30) days of receiving the Final Settlement StatementOperations Settlements. If Buyer does not respond to the Final Settlement Statement by signing or objecting in writing provide such notice of disagreement within such thirty fifteen (3015) business day period, the statement will Buyer shall be deemed approved to have accepted such Final Closing Statement or such Final Operations Settlement and the calculation of all amounts set forth on such Final Closing Statement or such Final Operations Settlement delivered by each Seller, which shall be final, binding and conclusive for purposes of this Agreement and not subject to any further recourse by Buyer under any provision hereof. If any such notice of disagreement is timely provided, Buyer and the applicable Seller shall use reasonable best efforts for a period of five (5) business days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation of any and all amounts set forth on such Final Closing Statement or such Final Operations Settlement. If, at the end of such period, they are unable to resolve such disagreements, then the Auditor shall resolve any remaining disagreements. The Auditor shall consider only such matters to which there is a disagreement and shall determine as promptly as practicable whether such disputed amounts set forth on such Final Closing Statement or such Final Operations Settlement were prepared in accordance with the standards set forth in this Agreement. The Auditor shall promptly deliver to Buyer and the applicable Seller its determination in writing, which determination shall be made subject to the definitions and principles set forth in this Agreement, and shall be consistent with either the position of the applicable Seller or Buyer. Each Seller and Buyer shall bear its own expenses in the preparation and review of each Estimated Closing Statement, Final Closing Statement, Estimated Operations Settlement and Final Operations Settlement, except that the fees and expenses of the Auditor shall be paid one-half by Buyer and final and binding between the parties. After approval one-half by such Seller of the Final Settlement StatementProperty involved in the dispute resolution process. The determination of the Auditor shall be final, binding and conclusive for purposes of this Agreement and not subject to any further recourse by Buyer or Seller under any provision hereof. Any dispute with respect to any Final Closing Statement or Final Operations Settlement will send a check not affect any undisputed Final Closing Statement or invoice Final Operations Settlement or the payments contemplated by Section 4.3(d) hereof. The date on which all amounts set forth on each Final Closing Statement or Final Operations Settlement is finally determined in accordance with this Section 4.3(c) is hereinafter referred to, with respect to Seller each Final Closing Statement or BuyerFinal Operations Settlement, as the case may be, for the net amount reflected therein as owed by such party. If "Determination Date." (d) Any amounts determined to be due and owing to any Seller from Buyer and Seller are unable or to agree to all adjustments within thirty (30) days after Buyer’s written objection to the Final Settlement Statement submitted by Buyer from any Seller, adjustments which are not in dispute as applicable, pursuant to this Section 4.3 shall be paid by the applicable Seller (or if an Electing Seller, its designated "qualified intermediary") to Buyer or by Buyer to the applicable Seller (or if an Electing Seller, as its designated "qualified intermediary") within two (2) business days after the case may beapplicable Determination Date, at in accordance with the expiration of such thirty day period and either party may submit such disagreement to an Independent Expert selected in the manner provided in Section 8 for resolution. An Independent Expert selected with following provisions: (i) With respect to any dispute relating Xxxxxx'x Seller One: (x) if the Xxxxxx'x Seller One Final Closing Payment is greater than the Xxxxxx'x Seller One Estimated Closing Payment, then Buyer shall pay Xxxxxx'x Seller One the difference between such amounts; (y) if the Xxxxxx'x Seller One Final Closing Payment is less than the Xxxxxx'x Seller One Estimated Closing Payment, then Xxxxxx'x Seller One shall pay Buyer the difference between such amounts; and (z) if the Xxxxxx'x Seller One Final Closing Payment is equal to the Final Settlement Statement need not Xxxxxx'x Seller One Estimated Closing Payment, then no payment shall be the Independent Expert selected pursuant to Section 8 with made. (ii) With respect to a Title Defect or Environmental DefectXxxxxx'x Seller Two: (x) if the Xxxxxx'x Seller Two Final Closing Payment is greater than the Xxxxxx'x Seller Two Estimated Closing Payment, then Buyer shall pay Xxxxxx'x Seller Two the difference between such amounts; (y) if any the Xxxxxx'x Seller Two Final Closing Payment is less than the Xxxxxx'x Seller Two Estimated Closing Payment, then Xxxxxx'x Seller Two shall pay Buyer the difference between such person had been previously selected with amounts; and (z) if the Xxxxxx'x Seller Two Final Closing Payment is equal to the Xxxxxx'x Seller Two Estimated Closing Payment, then no payment shall be made. (iii) With respect to Caesars Seller One: (x) if the Caesars Seller One Final Closing Payment is greater than the Caesars Seller One Estimated Closing Payment, then Buyer shall pay Caesars Seller One the difference between such mattersamounts; (y) if the Caesars Seller One Final Closing Payment is less than the Caesars Seller One Estimated Closing Payment, then Caesars Seller One shall pay Buyer the difference between such amounts; and (z) if the Caesars Seller One Final Closing Payment is equal to the Caesars Seller One Estimated Closing Payment, then no payment shall be made. (iv) With respect to Caesars Seller Two: (x) if the Caesars Seller Two Final Closing Payment is greater than the Caesars Seller Two Estimated Closing Payment, then Buyer shall pay Caesars Seller Two the difference between such amounts; (y) if the Caesars Seller Two Final Closing Payment is less than the Caesars Seller Two Estimated Closing Payment, then Caesars Seller Two shall pay Buyer the difference between such amounts; and (z) if the Caesars Seller Two Final Closing Payment is equal to the Caesars Seller Two Estimated Closing Payment, then no payment shall be made. (v) With respect to Xxxxxx'x Seller One: (x) if the Xxxxxx'x Seller One Final Operations Payment is greater than the Xxxxxx'x Seller One Estimated Operations Payment, then Buyer shall pay Xxxxxx'x Seller One the difference between such amounts; (y) if the Xxxxxx'x Seller One Final Operations Payment is less than the Xxxxxx'x Seller One Estimated Operations Payment, then Xxxxxx'x Seller One shall pay Buyer the difference between such amounts; and (z) if the Xxxxxx'x Seller One Final Operations Payment is equal to the Xxxxxx'x Seller One Estimated Operations Payment, then no payment shall be made. (vi) With respect to Xxxxxx'x Seller Two: (x) if the Xxxxxx'x Seller Two Final Operations Payment is greater than the Xxxxxx'x Seller Two Estimated Operations Payment, then Buyer shall pay Xxxxxx'x Seller Two the difference between such amounts; (y) if the Xxxxxx'x Seller Two Final Operations Payment is less than the Xxxxxx'x Seller Two Estimated Operations Payment, then Xxxxxx'x Seller Two shall pay Buyer the difference between such amounts; and (z) if the Xxxxxx'x Seller Two Final Operations Payment is equal to the Xxxxxx'x Seller Two Estimated Operations Payment, then no payment shall be made. (vii) With respect to Caesars Seller One: (x) if the Caesars Seller One Final Operations Payment is greater than the Caesars Seller One Estimated Operations Payment, then Buyer shall pay Caesars Seller One the difference between such amounts; (y) if the Caesars Seller One Final Operations Payment is less than the Caesars Seller One Estimated Operations Payment, then Caesars Seller One shall pay Buyer the difference between such amounts; and (z) if the Caesars Seller One Final Operations Payment is equal to the Caesars Seller One Estimated Operations Payment, then no payment shall be made. (viii) With respect to Caesars Seller Two: (x) if the Caesars Seller Two Final Operations Payment is greater than the Caesars Seller Two Estimated Operations Payment, then Buyer shall pay Caesars Seller Two the difference between such amounts; (y) if the Caesars Seller Two Final Operations Payment is less than the Caesars Seller Two Estimated Operations Payment, then Caesars Seller Two shall pay Buyer the difference between such amounts; and (z) if the Caesars Seller Two Final Operations Payment is equal to the Caesars Seller Two Estimated Operations Payment, then no payment shall be made.

Final Adjustments. Within one hundred twenty (120) days after the date of Closing, Seller shall prepare, in consultation with Buyer, a Final Settlement Statement, acting reasonably and in good faith (the “Final Settlement Statement”), setting forth (i) the final adjustments to the Purchase Price provided will be determined as follows: (a) Buyer will prepare, in Section 2.4 good faith and in accordance with GAAP and the accounting policies and estimates used to prepare the Reference Balance Sheet, a balance sheet of the Business as of the Closing Date (the "Closing Date Balance Sheet"), together with a report (the "Final Adjustments Report"), based on the Closing Date Balance Sheet, setting forth in reasonable detail Buyer's calculation of the Closing Date Net Book Value. In the preparation of the Closing Date Balance Sheet, Inventory value will be based upon a physical count of the Seller's Inventory as of the Closing Date. In connection with the completion of the physical count and the preparation of the Closing Date Balance Sheet and the Final Adjustments Report, (i) Buyer shall make all information and other records relating thereto available to Seller for purposes of review, and (ii) any other adjustments arising pursuant to this Agreement or to which the parties mutually agree. Seller may set off any resulting amount due to Buyer against any amount or sum that Buyer may otherwise owe to Seller under the terms representatives of this Agreement. Seller shall submit otherwise be entitled to be present at, and observe, such physical inventory and otherwise have the Final Settlement Statement right to Buyer, along with copies of third party vendor invoices, or other evidence of expenses agreed to review any and all workpapers prepared by Buyer and Sellerin its determination of the Inventory value. Buyer shall respond in writing with objections deliver the Closing Date Balance Sheet and proposed corrections Final Adjustments Report to Seller within thirty 60 days after the Closing Date. (30b) Within 45 days after receipt of receiving the Closing Date Balance Sheet and the Final Settlement Statement. If Adjustments Report, Seller shall notify Buyer does not respond of its objections to the Final Settlement Statement by signing or objecting in writing within such thirty (30) day periodAdjustments Report, if any, and the statement will be deemed approved by Buyer and final and binding between the partiesreasons therefor. After approval of the Final Settlement Statement, Buyer or Seller will send a check or invoice to Seller or Buyer, as the case may be, for the net Any amount reflected therein as owed by such party. If Buyer and Seller are unable to agree to all adjustments within thirty (30) days after Buyer’s written objection to the Final Settlement Statement submitted by Seller, adjustments which are is not in dispute shall shall, within five (5) Business Days after the expiration of the review period, be paid by Seller to Buyer in the event the Purchase Price is adjusted in accordance with Section 2.5(a) or Sellerby Buyer to Seller in the event the Purchase Price is adjusted in accordance with Section 2.5(b), in either case by wire transfer of immediately available funds for deposit in an account designated in writing by Seller or Buyer to the payor, as the case may be, at least two (2) Business Days after the expiration of the review period. (c) In the event Seller does object to the Final Adjustments Report, the parties shall in good faith attempt to resolve any dispute with respect to the Final Adjustments Report and/or the Closing Date Balance Sheet, such thirty day period mutually agreed upon resolution of the dispute to be conclusive and either party may binding upon the parties. If the parties do not reach agreement resolving the dispute within 60 days after notice is given by the Seller to Buyer pursuant to clause (b) above, the parties shall submit such disagreement the dispute to an Independent Expert selected in the manner provided in Section 8 Cleveland, Ohio office of Ernst & Young LLP (the "Arbiter") for resolution. An Independent Expert selected If the Arbiter declines such appointment, the parties shall request the American Arbitration Association to appoint a nationally recognized independent accounting firm mutually agreeable to the parties, which firm shall not have had a material relationship with either Buyer or Seller or their respective Affiliates within the two years preceding the appointment, and such appointment shall be conclusive and binding upon the parties. Promptly, but no later than 45 days after its acceptance of its appointment as Arbiter, the Arbiter shall determine, based solely on presentations by Buyer and Seller, and not by independent review, only those issues in dispute and shall render a report as to the dispute and the resulting change in computations in the Final Adjustments Report and/or the Closing Date Balance Sheet, if any, which shall be conclusive and binding upon the parties. In resolving any disputed item, the Arbiter shall use GAAP as in effect at the time of Closing (and applied in a manner consistent with the manner in which the Reference Balance Sheet was prepared) in determining balances in the Closing Date Balance Sheet, and shall not take into account any changes in GAAP, or circumstances or events occurring after the close of business on the Closing Date. In resolving any dispute, the Arbiter may not assign a value to such item greater than the greatest value of such item claimed by either party or less than the smallest value of such item claimed by either party. The fees, costs and expenses of the Arbiter (i) shall be borne by Buyer in the proportion that the aggregate dollar amount of such disputed items so submitted that are unsuccessfully disputed by Buyer (as finally determined by the Arbiter) bears to the aggregate dollar amount of such items so submitted and (ii) shall be borne by Seller in the proportion that the aggregate dollar amount of such disputed items so submitted that are successfully disputed by Buyer (as finally determined by the Arbiter) bears to the aggregate dollar amount of such items so submitted. Whether any dispute is resolved by agreement among the parties or by the Arbiter, changes to the Final Adjustments Report and the Closing Date Balance Sheet shall be made hereunder only for items as to which Seller has taken exception as provided herein. Buyer and Seller shall make available to the other (upon the reasonable request of the other) their respective work papers generated in connection with the preparation or review of the Final Adjustments Report and the Closing Date Balance Sheet. The payment required after determination of all disputed amounts will be made by the responsible party therefor to the other party in the manner, and within the period, referred to in Section 2.6(b) above. (d) To the extent that GAAP adjustments occur or changes occur with respect to any dispute relating the application of GAAP or other accounting rules or guidelines used in the preparation of the Closing Date Balance Sheet and/or the determination of the Closing Date Net Book Value compared to the Final Settlement Statement need not application of GAAP or other accounting guidelines applied in connection with the preparation of the Reference Balance Sheet and the Reference Net Book Value, similar and corresponding adjustments and changes will be made to the Independent Expert selected pursuant to Closing Date Net Book Value and the Closing Date Balance Sheet, and such adjustments and changes will affect the Purchase Price adjustment under Section 8 with respect to a Title Defect or Environmental Defect, if any such person had been previously selected with respect to such matters2.5 and the final adjustments under this Section 2.6.

Final Adjustments. Within one hundred twenty (120) days six months after the date end of Closingthe Transition Period provided for in the Transition Services Agreement executed as provided in Section 12.3 (e), Seller shall prepare, in consultation with Buyer, prepare a Final Settlement Statement, acting reasonably and in good faith settlement statement (the “First Tier Fields Final Settlement Statement”)) for the Fields listed on Schedule 12.6 (the “First Tier Fields”) setting forth, setting forth (i) the final as to such First Tier Fields, any adjustments to the Purchase Price provided for in Section 2.4 and (ii) not made prior to or at Closing, any updates or corrections to previously-made adjustments, and any other adjustments arising pursuant to this Agreement. Within one year after the end of the Transition Period provided for in the Transition Services Agreement executed as provided in Section 12.3 (e), Seller shall prepare a settlement statement (the “Remaining Fields Final Settlement Statement”) for all remaining Fields covered hereby, setting forth, as to such remaining Fields any adjustments to the Purchase Price provided for in Section 2.4 and not made prior to or at Closing, any updates or corrections to which the parties mutually agreepreviously-made adjustments, and any other adjustments arising pursuant to this Agreement. Additionally, in preparing each Final Settlement Statement, Seller may include as a set off any resulting amount due to Buyer against any amount or sum that Buyer may otherwise owe to Seller under the terms of this Agreement. Seller shall submit the each Final Settlement Statement to BuyerBuyer on or before the date established above, along with copies of third party vendor invoicesinvoices in excess of $10,000.00 each, or other evidence of expenses agreed to by Buyer and Seller. Buyer shall respond in writing with objections and proposed corrections within thirty (30) 90 days of after receiving the each Final Settlement Statement. If Buyer does not respond to the a Final Settlement Statement by signing or objecting in writing within such thirty (30) the 90-day period, the statement will be deemed approved by Buyer and final and binding between the partiesBuyer. After approval of the a Final Settlement Statement, Buyer or Seller will send a check or invoice to Seller or Buyer, as the case may be, Buyer for the net amount reflected therein as owed by such partyamount. If Buyer and Seller are unable to agree to all adjustments within thirty (30) 90 days after Buyer’s written objection to the receipt of a Final Settlement Statement submitted by Seller, adjustments which are not in dispute shall be paid by Buyer or Seller, as the case may be, at the expiration of such thirty 90-day period period. Adjustments which remain in dispute, if Buyer and either party may submit such disagreement Seller are unable to an Independent Expert selected in the manner agree within 120 days after Seller provides a Final Settlement Statement to Buyer, shall be resolved as provided in Section 8 for resolution13. An Independent Expert selected with respect to any dispute relating Within 5 business days after final resolution of the dispute, Buyer or Seller, as the case may be, shall promptly make cash payment to the other equal to the sum as may be found to be due. Nothing in this Section shall limit any right of either party to assert a claim for revenues or reimbursement after Buyer’s receipt of the applicable Final Settlement Statement need not be Statement, and in this regard (i) should any party receive revenues to which the Independent Expert selected pursuant other is entitled, such party shall pay over such revenues to Section 8 with respect to a Title Defect the appropriate party within 30 days after receipt thereof, and (ii) should any party pay for costs or Environmental Defectexpenses for which the other party is responsible, if any such person had been previously selected with respect to party shall reimburse the other party within 30 days after the date the responsible party receives an invoice for such matterscosts and expenses.

Final Adjustments. Within one hundred twenty (120) days after the date of Closing, Seller shall prepare, in consultation with Buyer, prepare a Final Settlement Statement, acting reasonably and in good faith Statement (the “Final Settlement Statement”), setting forth (i) for the final adjustments to the Purchase Price provided for in Section 2.4 and (ii) any other adjustments arising pursuant to this Agreement or to which the parties mutually agree. Seller may set off any resulting amount due to Buyer against any amount or sum that Buyer may otherwise owe to Seller under the terms of this Agreement. Seller shall submit the Final Settlement Statement to Buyer, along together with copies of third party vendor invoices, invoices in excess of one hundred thousand ($100,000) or other evidence of expenses agreed to by Buyer and Seller. Additionally, either Seller or Buyer may offset any resulting amount due to the other party against any amount or sum that one party may otherwise owe to the other party under the terms of this Agreement. Buyer shall respond in writing with objections and proposed corrections within thirty (30) days of receiving the Final Settlement Statement. If Buyer does not respond to the Final Settlement Statement by signing or objecting in writing within such the thirty (30) day period, the statement will be deemed approved by Buyer and final and binding between the partiesBuyer. After approval of the Final Settlement Statement, Buyer or Seller will send a check or invoice to Seller or Buyer, as the case may be, Buyer for the net amount reflected therein as owed by such partyamount. If Buyer and Seller are unable to agree to all adjustments within thirty (30) days after Buyer’s written objection to receipt of the Final Settlement Statement submitted by Seller, adjustments which are not in dispute shall be paid by Buyer or Seller, as the case may be, at the expiration of such thirty day period (30)-day period. As to the adjustments which remain in dispute, if Buyer and either party may Seller are unable to agree within sixty (60) days after Seller provides the Final Settlement Statement to Buyer, the parties shall submit such disagreement to an Independent Expert selected arbitration which shall be conducted under the rules of the American Arbitration Association. Within five (5) days after the decision of the arbitrator, the Buyer or Seller, as the case may be, shall promptly make cash payment to the other equal to the sum as may be found to be due. Nothing in the manner provided in this Section 8 shall limit any right of either party to assert a claim for resolution. An Independent Expert selected with respect to any dispute relating to revenues or reimbursement after Buyer’s receipt of the Final Settlement Statement need not be Statement, and in this regard (i) should any party receive revenues to which the Independent Expert selected pursuant other is entitled, such party shall pay over such revenues to Section 8 with respect to a Title Defect the appropriate party within thirty (30) days of receipt thereof, and (ii) should any party pay for costs or Environmental Defectexpenses for which the other party is responsible, if any such person had been previously selected with respect to party shall reimburse the other party within thirty (30) days of the date the responsible party receives an invoice for such matterscosts and expenses.

Final Adjustments. Within one hundred twenty (120) 90 days after the date of Closing, Seller shall (i) prepare, in consultation with Buyer, a Final Settlement Statement, acting reasonably and in good faith (the “Final Settlement Statement”), setting forth (i) the final adjustments to the Purchase Price provided in Section 2.4 and the resulting final Purchase Price and (ii) any other adjustments arising pursuant to this Agreement or to which the parties mutually agree. Seller may set off any resulting amount due to Buyer against any amount or sum that Buyer may otherwise owe to Seller under the terms of this Agreement. Seller shall submit the such Final Settlement Statement to Buyer, along with copies of third third-party vendor invoices, or other evidence of expenses agreed to by Buyer and Sellerreflected in such Final Settlement Statement. Buyer shall respond in writing with objections and proposed corrections within thirty (30) 30 days of after receiving the Final Settlement Statement, said Buyer response shall include supporting materials, in reasonable detail, but only to the extent such supporting materials are in Buyer’s possession or control at such time. During such 30-day period, Buyer shall be given reasonable access to Seller’s and its Affiliates’ books and records relating to the matters required to be accounted for in the Final Settlement Statement to allow Buyer to conduct an audit and review such items. If Buyer does not respond to the Final Settlement Statement by signing or objecting in writing within such thirty (30) -day period, the statement Final Settlement Statement will be deemed approved by Buyer and final and binding between the partiesParties. After approval of the Final Settlement Statement, Buyer or Seller will send a check or invoice to Seller or Buyer, as the case may be, Buyer for the net amount reflected therein as owed by amount, reflecting the difference between the adjusted Purchase Price paid at Closing and the final Purchase Price (excluding the Holdback Amount and any other amounts still held in escrow at such partytime). If Buyer and Seller are unable to agree to all adjustments within thirty (30) 30 days after Buyer’s written objection to the Final Settlement Statement submitted by Seller, adjustments which that are not in dispute shall be paid by Buyer or Seller, as the case may be, at the expiration of such thirty 30-day period and either party Party may submit such disagreement to an Independent Expert selected in the manner provided in Section 8 for resolution. An Independent Expert selected with respect to any dispute relating to the Final Settlement Statement need not be the Independent Expert selected pursuant to Section 8 with respect to a Title Defect or Environmental Defect, if any such person had been previously selected with respect to such matters.

Final Adjustments. Within one hundred twenty (120) days after the date of Closing, Seller Buyer shall prepare, in consultation with BuyerSeller, a Final Settlement Statement, acting reasonably and in good faith (the “Final Settlement Statement”), setting forth (i) the final adjustments to the Purchase Price provided in Section 2.4 and (ii) any other adjustments arising pursuant to this Agreement or to which the parties mutually agreeAgreement. Seller may set off any resulting amount due to Buyer against any amount or sum that Buyer may otherwise owe to Seller under the terms of this Agreement. Seller Buyer shall submit the Final Settlement Statement to BuyerSeller, along with copies of third party vendor invoicesinvoices in excess of $10,000.00 each, or other evidence of expenses agreed to by Buyer and Seller. Buyer Seller shall respond in writing with objections and proposed corrections within thirty (30) days of receiving the Final Settlement Statement. If Buyer Seller does not respond to the Final Settlement Statement by signing or objecting in writing within such thirty (30) day period, the statement will be deemed approved by Buyer Seller and final and binding between the parties. After approval of the Final Settlement Statement, Buyer or Seller will send a check or invoice to Seller or Buyer, as the case may be, for the net amount reflected therein as owed by such party. If Buyer and Seller are unable to agree to all adjustments within thirty (30) days after BuyerSeller’s written objection to the Final Settlement Statement submitted by SellerBuyer, adjustments which are not in dispute shall be paid by Buyer or Seller, as the case may be, at the expiration of such thirty day period and either party may submit such disagreement to an Independent Expert selected in the manner provided in Section 8 for resolution. An Independent Expert selected with respect to any dispute relating to the Final Settlement Statement need not be the Independent Expert selected pursuant to Section 8 with respect to a Title Defect or Environmental Defect, if any such person had been previously selected with respect to such matters.

Final Adjustments. Within one hundred twenty eighty (120180) days after the date of Closing, Seller shall prepare, in consultation with Buyer, a Final Settlement Statement, acting reasonably and in good faith (the “Final Settlement Statement”), setting forth (i) the final adjustments to the Purchase Price provided in Section 2.4 and (ii) any other adjustments arising pursuant to this Agreement or to which the parties mutually agree, including but not limited to any payments made to either party pursuant to the last two (2) sentences of Section 3.1. Each of Buyer and Seller may set set-off any resulting amount due to Buyer against any amount or sum that Buyer may otherwise owe to Seller under the terms of this Agreement. Seller shall submit the Final Settlement Statement to Buyer, along with copies of third party vendor invoices, or other evidence of expenses agreed to by Buyer and Seller. Buyer shall respond in writing with objections and proposed corrections within thirty (30) days of receiving the Final Settlement Statement. If Buyer does not respond to the Final Settlement Statement by signing or objecting in writing within such thirty (30) day period, the statement will be deemed approved by Buyer and final and binding between the parties. After approval of the Final Settlement Statement, Buyer or Seller will send a check or invoice to Seller or Buyer, as the case may be, for the net amount reflected therein as owed by such party. If Buyer and Seller are unable to agree to all adjustments within thirty (30) days after Buyer’s written objection to the Final Settlement Statement submitted by Seller, adjustments which are not in dispute shall be paid by Buyer or Seller, as the case may be, at the expiration of such thirty day period and either party may submit such disagreement to an Independent Expert selected in the manner provided in Section 8 for resolution. An Independent Expert selected with respect to any dispute relating to the Final Settlement Statement need not be the Independent Expert selected pursuant to Section 8 with respect to a Title Defect or Environmental Defect, if any such person had been previously selected with respect to such matters.

Final Adjustments. Within one hundred twenty (120a) As soon as reasonably practicable following the Closing Date, but in no event more than five (5) business days after the date of ClosingClosing Date, each Seller shall prepare, deliver to Buyer a final accounting in consultation with Buyerthe aggregate amount for its Property of the items set forth in subclauses (b) and (c) of Section 4.1 hereof (such final accounting for each Seller, a Final Settlement Statement, acting reasonably and in good faith (the “Final Settlement Closing Statement”). Any such amounts determined pursuant to any Final Closing Statement shall be paid to either a Seller or Buyer pursuant to Section 4.3(d) hereof (any such amount with respect to Xxxxxx’x Seller One being referred to herein as the “Xxxxxx’x Seller One Final Closing Payment”; any such amount with respect to Xxxxxx’x Seller Two being referred to herein as the “Xxxxxx’x Seller Two Final Closing Payment”; any such amount with respect to Caesars Seller One being referred to herein as the “Caesars Seller One Final Closing Payment”; and any such amount with respect to Caesars Seller Two, being referred to herein as the “Caesars Seller Two Final Closing Payment”). The final adjustments with respect to real and personal property Taxes shall be made pursuant to the terms set forth in Section 4.1(a) hereof. (b) As soon as reasonably practicable following the Closing Date, but in no event more than five (5) business days after the Closing Date, each Seller shall deliver to Buyer a final accounting for its Property as of the Transfer Time of the items set forth in subclauses (a) through (e) of Section 4.2 hereof (such final accounting for each Seller, a “Final Operations Settlement”). Any such amounts determined pursuant to any Final Operations Settlement shall be paid to either a Seller or Buyer pursuant to Section 4.3(d) hereof (any such amount with respect to Xxxxxx’x Seller One being referred herein as the “Xxxxxx’x Seller One Final Operations Payment”; any such amount with respect to Xxxxxx’x Seller Two being referred herein as the “Xxxxxx’x Seller Two Final Operations Payment”; any such amount with respect to Caesars Seller One being referred to herein as the “Caesars Seller One Final Operations Payment”; and any such amount with respect to Caesars Seller Two being referred herein as the “Caesars Seller Two Final Operations Payment”). (c) If Buyer disagrees with the calculation of any amounts on any Final Closing Statement or any Final Operations Settlement, it shall within fifteen (15) business days after its receipt of such Final Closing Statement or Final Operations Settlement, notify each of the Sellers of such disagreement in writing, setting forth (i) in detail the final adjustments particulars of such disagreement. Each Seller will provide Buyer reasonable access to any such Seller’s records not otherwise available to Buyer as a result of the transactions contemplated hereby, to the Purchase Price provided in Section 2.4 and (ii) any other adjustments arising pursuant extent reasonably related to this Agreement or to which the parties mutually agree. Seller may set off any resulting amount due to Buyer against any amount or sum that Buyer may otherwise owe to Seller under the terms Buyer’s review of this Agreement. Seller shall submit the Final Settlement Statement to Buyer, along with copies of third party vendor invoices, or other evidence of expenses agreed to by Buyer Closing Statements and Seller. Buyer shall respond in writing with objections and proposed corrections within thirty (30) days of receiving the Final Settlement StatementOperations Settlements. If Buyer does not respond to the Final Settlement Statement by signing or objecting in writing provide such notice of disagreement within such thirty fifteen (3015) business day period, the statement will Buyer shall be deemed approved to have accepted such Final Closing Statement or such Final Operations Settlement and the calculation of all amounts set forth on such Final Closing Statement or such Final Operations Settlement delivered by each Seller, which shall be final, binding and conclusive for purposes of this Agreement and not subject to any further recourse by Buyer under any provision hereof. If any such notice of disagreement is timely provided, Buyer and the applicable Seller shall use reasonable best efforts for a period of five (5) business days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation of any and all amounts set forth on such Final Closing Statement or such Final Operations Settlement. If, at the end of such period, they are unable to resolve such disagreements, then the Auditor shall resolve any remaining disagreements. The Auditor shall consider only such matters to which there is a disagreement and shall determine as promptly as practicable whether such disputed amounts set forth on such Final Closing Statement or such Final Operations Settlement were prepared in accordance with the standards set forth in this Agreement. The Auditor shall promptly deliver to Buyer and the applicable Seller its determination in writing, which determination shall be made subject to the definitions and principles set forth in this Agreement, and shall be consistent with either the position of the applicable Seller or Buyer. Each Seller and Buyer shall bear its own expenses in the preparation and review of each Estimated Closing Statement, Final Closing Statement, Estimated Operations Settlement and Final Operations Settlement, except that the fees and expenses of the Auditor shall be paid one-half by Buyer and final and binding between the parties. After approval one-half by such Seller of the Final Settlement StatementProperty involved in the dispute resolution process. The determination of the Auditor shall be final, binding and conclusive for purposes of this Agreement and not subject to any further recourse by Buyer or Seller under any provision hereof. Any dispute with respect to any Final Closing Statement or Final Operations Settlement will send a check not affect any undisputed Final Closing Statement or invoice Final Operations Settlement or the payments contemplated by Section 4.3(d) hereof. The date on which all amounts set forth on each Final Closing Statement or Final Operations Settlement is finally determined in accordance with this Section 4.3(c) is hereinafter referred to, with respect to Seller each Final Closing Statement or BuyerFinal Operations Settlement, as the case may be, for the net amount reflected therein as owed by such party. If “Determination Date.” (d) Any amounts determined to be due and owing to any Seller from Buyer and Seller are unable or to agree to all adjustments within thirty (30) days after Buyer’s written objection to the Final Settlement Statement submitted by Buyer from any Seller, adjustments which are not in dispute as applicable, pursuant to this Section 4.3 shall be paid by the applicable Seller (or if an Electing Seller, its designated “qualified intermediary”) to Buyer or by Buyer to the applicable Seller (or if an Electing Seller, as its designated “qualified intermediary”) within two (2) business days after the case may beapplicable Determination Date, at in accordance with the expiration of such thirty day period and either party may submit such disagreement to an Independent Expert selected in the manner provided in Section 8 for resolution. An Independent Expert selected with following provisions: (i) With respect to any dispute relating Xxxxxx’x Seller One: (x) if the Xxxxxx’x Seller One Final Closing Payment is greater than the Xxxxxx’x Seller One Estimated Closing Payment, then Buyer shall pay Xxxxxx’x Seller One the difference between such amounts; (y) if the Xxxxxx’x Seller One Final Closing Payment is less than the Xxxxxx’x Seller One Estimated Closing Payment, then Xxxxxx’x Seller One shall pay Buyer the difference between such amounts; and (z) if the Xxxxxx’x Seller One Final Closing Payment is equal to the Final Settlement Statement need not Xxxxxx’x Seller One Estimated Closing Payment, then no payment shall be the Independent Expert selected pursuant to Section 8 with made. (ii) With respect to a Title Defect or Environmental DefectXxxxxx’x Seller Two: (x) if the Xxxxxx’x Seller Two Final Closing Payment is greater than the Xxxxxx’x Seller Two Estimated Closing Payment, then Buyer shall pay Xxxxxx’x Seller Two the difference between such amounts; (y) if any the Xxxxxx’x Seller Two Final Closing Payment is less than the Xxxxxx’x Seller Two Estimated Closing Payment, then Xxxxxx’x Seller Two shall pay Buyer the difference between such person had been previously selected with amounts; and (z) if the Xxxxxx’x Seller Two Final Closing Payment is equal to the Xxxxxx’x Seller Two Estimated Closing Payment, then no payment shall be made. (iii) With respect to Caesars Seller One: (x) if the Caesars Seller One Final Closing Payment is greater than the Caesars Seller One Estimated Closing Payment, then Buyer shall pay Caesars Seller One the difference between such mattersamounts; (y) if the Caesars Seller One Final Closing Payment is less than the Caesars Seller One Estimated Closing Payment, then Caesars Seller One shall pay Buyer the difference between such amounts; and (z) if the Caesars Seller One Final Closing Payment is equal to the Caesars Seller One Estimated Closing Payment, then no payment shall be made. (iv) With respect to Caesars Seller Two: (x) if the Caesars Seller Two Final Closing Payment is greater than the Caesars Seller Two Estimated Closing Payment, then Buyer shall pay Caesars Seller Two the difference between such amounts; (y) if the Caesars Seller Two Final Closing Payment is less than the Caesars Seller Two Estimated Closing Payment, then Caesars Seller Two shall pay Buyer the difference between such amounts; and (z) if the Caesars Seller Two Final Closing Payment is equal to the Caesars Seller Two Estimated Closing Payment, then no payment shall be made. (v) With respect to Xxxxxx’x Seller One: (x) if the Xxxxxx’x Seller One Final Operations Payment is greater than the Xxxxxx’x Seller One Estimated Operations Payment, then Buyer shall pay Xxxxxx’x Seller One the difference between such amounts; (y) if the Xxxxxx’x Seller One Final Operations Payment is less than the Xxxxxx’x Seller One Estimated Operations Payment, then Xxxxxx’x Seller One shall pay Buyer the difference between such amounts; and (z) if the Xxxxxx’x Seller One Final Operations Payment is equal to the Xxxxxx’x Seller One Estimated Operations Payment, then no payment shall be made. (vi) With respect to Xxxxxx’x Seller Two: (x) if the Xxxxxx’x Seller Two Final Operations Payment is greater than the Xxxxxx’x Seller Two Estimated Operations Payment, then Buyer shall pay Xxxxxx’x Seller Two the difference between such amounts; (y) if the Xxxxxx’x Seller Two Final Operations Payment is less than the Xxxxxx’x Seller Two Estimated Operations Payment, then Xxxxxx’x Seller Two shall pay Buyer the difference between such amounts; and (z) if the Xxxxxx’x Seller Two Final Operations Payment is equal to the Xxxxxx’x Seller Two Estimated Operations Payment, then no payment shall be made. (vii) With respect to Caesars Seller One: (x) if the Caesars Seller One Final Operations Payment is greater than the Caesars Seller One Estimated Operations Payment, then Buyer shall pay Caesars Seller One the difference between such amounts; (y) if the Caesars Seller One Final Operations Payment is less than the Caesars Seller One Estimated Operations Payment, then Caesars Seller One shall pay Buyer the difference between such amounts; and (z) if the Caesars Seller One Final Operations Payment is equal to the Caesars Seller One Estimated Operations Payment, then no payment shall be made. (viii) With respect to Caesars Seller Two: (x) if the Caesars Seller Two Final Operations Payment is greater than the Caesars Seller Two Estimated Operations Payment, then Buyer shall pay Caesars Seller Two the difference between such amounts; (y) if the Caesars Seller Two Final Operations Payment is less than the Caesars Seller Two Estimated Operations Payment, then Caesars Seller Two shall pay Buyer the difference between such amounts; and (z) if the Caesars Seller Two Final Operations Payment is equal to the Caesars Seller Two Estimated Operations Payment, then no payment shall be made.

Final Adjustments. Within one hundred twenty (120) days after the date of Closing, Seller shall prepare, in consultation with Buyer, a Final Settlement Statement, acting reasonably and in good faith (the “Final Settlement Statement”), setting forth (i) the final adjustments to the Purchase Price provided in Section 2.4 and (ii) any other adjustments arising pursuant to this Agreement or to which the parties mutually agree. Seller may set off any resulting amount due to Buyer against any amount or sum that Buyer may otherwise owe to Seller under the terms of this Agreement. Seller shall submit the Final Settlement Statement to Buyer, along with copies of third party vendor invoicesinvoices in excess of $10,000.00 each, or other evidence of expenses agreed to by Buyer and Seller. Buyer shall respond in writing with objections and proposed corrections within thirty (30) days of receiving the Final Settlement Statement. If Buyer does not respond to the Final Settlement Statement by signing or objecting in writing within such thirty (30) day period, the statement will be deemed approved by Buyer and final and binding between the parties. After approval of the Final Settlement Statement, Buyer or Seller will send a check or invoice to Seller or Buyer, as the case may be, for the net amount reflected therein as owed by such party. If Buyer and Seller are unable to agree to all adjustments within thirty (30) days after Buyer’s written objection to the Final Settlement Statement submitted by Seller, adjustments which are not in dispute shall be paid by Buyer or Seller, as the case may be, at the expiration of such thirty day period and either party may submit such disagreement to an Independent Expert selected in the manner provided in Section 8 for resolution. An Independent Expert selected with respect to any dispute relating to the Final Settlement Statement need not be the Independent Expert selected pursuant to Section 8 with respect to a Title Defect or Environmental Defect, if any such person had been previously selected with respect to such matters.

Final Adjustments. Within one hundred twenty (120) days after the date of Closing, Seller Buyer shall prepare, in consultation with BuyerSeller, a Final Settlement Statement, acting reasonably and in good faith (the “Final Settlement Statement”), setting forth (i) the final adjustments to the Purchase Price provided in Section 2.4 and (ii) any other adjustments arising pursuant to this Agreement or to which the parties mutually agreeAgreement. Seller may set off any resulting amount due to Buyer against any amount or sum that Buyer may otherwise owe to Seller under the terms of this Agreement. Seller Buyer shall submit the Final Settlement Statement to BuyerSeller, along with copies of third party vendor invoicesinvoices in excess of $10,000.00 each, or other evidence of expenses agreed to by Buyer and Seller. Buyer Seller shall respond in writing with objections and proposed corrections within thirty (30) days of receiving the Final Settlement Statement. If Buyer Seller does not respond to the Final Settlement Statement by signing or objecting in writing within such thirty (30) day period, the statement will be deemed approved by Buyer Seller and final and binding between the parties. After approval of the Final Settlement Statement, Buyer or Seller will send a check or invoice to Seller or Buyer, as the case may be, for the net amount reflected therein as owed by such partyamount. If Buyer and Seller are unable to agree to all adjustments within thirty (30) days after BuyerSeller’s written objection to the Final Settlement Statement submitted by SellerBuyer, adjustments which are not in dispute shall be paid by Buyer or Seller, as the case may be, at the expiration of such thirty thirty-day period and either party may submit such disagreement to an Independent Expert selected in the manner provided in Section 8 for resolution. An Independent Expert selected with respect to any dispute relating to the Final Settlement Statement need not be the Independent Expert selected pursuant to Section 8 with respect to a Title Defect or Environmental Defect, if any such person had been previously selected with respect to such matters.

Final Adjustments. Within one hundred twenty ninety (12090) days after the date of Closing, Seller shall prepare, in consultation with Buyer, prepare a Final Settlement Statement, acting reasonably and in good faith final accounting (the “"Final Settlement Statement”), setting forth (iAccounting") for the final adjustments to the Purchase Price provided for in Section 2.4 and (ii) any other adjustments amounts arising pursuant to this Agreement or to which the parties mutually agree. Seller may set off any resulting amount due to Buyer against any amount or sum that Buyer may otherwise owe to Seller under the terms of this AgreementSection 11.2 (b). Seller shall submit the Final Settlement Statement Accounting statement to Buyer, along with copies of third party vendor invoices, invoices or other evidence of expenses agreed to by Buyer and Seller. , and Buyer shall respond in writing with objections and proposed corrections within have thirty (30) days of receiving to audit same and confirm the Final Settlement Statementaccuracy thereof. If Upon agreement by Buyer does not respond and Seller as to the accuracy of said Final Settlement Statement by signing Accounting, or objecting in writing within such upon the expiration of said thirty (30) day period, the statement will be deemed approved by Buyer and final and binding between the parties. After approval of the Final Settlement Statementwhichever occurs first, Buyer or Seller will send a check or invoice to Seller or Buyer, as whichever the case may be, shall promptly pay to the other such sum as may be found due, after making adjustments for any payments made at Closing in accordance with the net amount reflected therein as owed by such partyClosing Statement. If Buyer and Seller are unable to agree to all adjustments respecting the Final Accounting, within thirty (30) days after Buyer’s written objection to 's receipt of the Final Settlement Statement Accounting submitted by Seller, such adjustments which are not in dispute shall be paid made between Buyer or Seller at the expiration of such 30-day period, and as to the adjustments, which remain in dispute, Buyer and Seller shall continue to negotiate in good faith to reach a final agreement as to such disputed adjustments. Provided, however, if Buyer and Seller are unable to agree to such final adjustments within sixty (60) days after Seller provides the Final Accounting to Buyer, the parties shall submit such disagreement to arbitration which shall be conducted under the rules of the American Arbitration Association to the extent such rules do not conflict with the terms hereof. The costs and expenses of the arbitration shall be shared equally by Seller and Buyer. Within five (5) days after the decision of the arbitrator, the Buyer or Seller, as the case may be, at shall promptly make a cash payment to the expiration other equal to the sum as may be found to be due as the Final Accounting. Nothing in this Section 10.4. shall limit any right of such thirty day period and either party may submit to assert a claim for revenues or reimbursement after the Final Accounting, and in this regard (i) should any party receive revenues to which the other is entitled, such disagreement to an Independent Expert selected in the manner provided in Section 8 for resolution. An Independent Expert selected with respect to any dispute relating party shall pay over such revenues to the Final Settlement Statement need not be appropriate party within 30 days of receipt thereof, and (ii) should any party pay for costs or expenses for which the Independent Expert selected pursuant to Section 8 with respect to a Title Defect or Environmental Defectother party is responsible, if any such person had been previously selected with respect to party shall reimburse the other party within 30 days of the date the responsible party receives an invoice for such matterscosts and expenses.

Final Adjustments. Within one hundred twenty eighty (120180) days after the date of Closing, Seller shall prepare, in consultation with Buyer, prepare a Final Settlement Statement, acting reasonably and in good faith final accounting (the “"Final Settlement Statement”), setting forth (iAccounting") for the final adjustments to the Purchase Price provided for in Section 2.4 and (ii) any other adjustments amounts arising pursuant to this Agreement or to which the parties mutually agree. Seller may set off any resulting amount due to Buyer against any amount or sum that Buyer may otherwise owe to Seller under the terms of this AgreementSection 11.2 (b). Seller shall submit the Final Settlement Statement Accounting statement to Buyer, along with copies of third party vendor invoices, invoices or other evidence of expenses agreed to by Buyer and Seller. , and Buyer shall respond in writing with objections and proposed corrections within have thirty (30) days of receiving to audit same and confirm the Final Settlement Statementaccuracy thereof. If Upon agreement by Buyer does not respond and Seller as to the accuracy of said Final Settlement Statement by signing Accounting, or objecting in writing within such upon the expiration of said thirty (30) day period, the statement will be deemed approved by Buyer and final and binding between the parties. After approval of the Final Settlement Statementwhichever occurs first, Buyer or Seller will send a check or invoice to Seller or Buyer, as whichever the case may be, shall promptly pay to the other such sum as may be found due, after making adjustments for any payments made at Closing in accordance with the net amount reflected therein as owed by such partyClosing Statement. If Buyer and Seller are unable to agree to all adjustments respecting the Final Accounting within thirty (30) days after Buyer’s written objection to 's receipt of the Final Settlement Statement Accounting submitted by Seller, adjustments which are not in dispute shall be paid made between Buyer or Seller at the expiration of such 30-day period, and as to the adjustments which remain in dispute, Buyer and Seller shall continue to negotiate in good faith to reach a final agreement as to such disputed adjustments. Provided, however, if Buyer and Seller are unable to agree to such final adjustments within sixty (60) days after Seller provides the Final Accounting to Buyer, the parties shall submit such disagreement to arbitration which shall be conducted under the Texas General Arbitration Act and the rules of the American Arbitration Association to the extent such rules do not conflict with the terms of such Act and terms hereof. The costs and expenses of the arbitration shall be shared equally by Seller and Buyer. Within five (5) days after the decision of the arbitrator, the Buyer or Seller, as the case may be, at shall promptly make a cash payment to the expiration other equal to the sum as may be found to be due as the Final Accounting. Nothing in this Section 10.5. shall limit any right of such thirty day period and either party may submit to assert a claim for revenues or reimbursement after the Final Accounting, and in this regard (i) should any party receive revenues to which the other is entitled, such disagreement to an Independent Expert selected in the manner provided in Section 8 for resolution. An Independent Expert selected with respect to any dispute relating party shall pay over such revenues to the Final Settlement Statement need not be appropriate party within 30 days of receipt thereof, and (ii) should any party pay for costs or expenses for which the Independent Expert selected pursuant to Section 8 with respect to a Title Defect or Environmental Defectother party is responsible, if any such person had been previously selected with respect to party shall reimburse the other party within 30 days of the date the responsible party receives an invoice for such matterscosts and expenses.

Final Adjustments. Within one hundred twenty (120) days after the date of Closing, Seller Buyer shall prepare, in consultation with BuyerSeller, a Final Settlement Statement, acting reasonably and in good faith (the “Final Settlement Statement”), setting forth (i) the final adjustments to the Purchase Price provided in Section 2.4 2.04 and (ii) any other adjustments arising pursuant to this Agreement or to which the parties mutually agreeAgreement. Seller may set off any resulting amount due to Buyer against any amount or sum that Buyer may otherwise owe to Seller under the terms of this Agreement. Seller Buyer shall submit the Final Settlement Statement to BuyerSeller, along with copies of third party vendor invoicesinvoices in excess of $10,000.00 each, or other evidence of expenses agreed to by Buyer and Seller. Buyer Seller shall respond in writing with objections and proposed corrections within thirty (30) days of receiving the Final Settlement Statement. If Buyer Seller does not respond to the Final Settlement Statement by signing or objecting in writing within such thirty (30) day period, the statement will be deemed approved by Buyer Seller and final and binding between the parties. After approval of the Final Settlement Statement, Buyer or Seller will send a check or invoice to Seller or Buyer, as the case may be, for the net amount reflected therein as owed by such party. If Buyer and Seller are unable to agree to all adjustments within thirty (30) days after BuyerSeller’s written objection to the Final Settlement Statement submitted by SellerBuyer, adjustments which are not in dispute shall be paid by Buyer or Seller, as the case may be, at the expiration of such thirty day period and either party may submit such disagreement to an Independent Expert selected in the manner provided in Section 8 Article VIII for resolution. An Independent Expert selected with respect to any dispute relating to the Final Settlement Statement need not be the Independent Expert selected pursuant to Section 8 with respect to a Title Defect or Environmental Defect, if any such person had been previously selected with respect to such matters.