Common use of Post-Closing Audit Clause in Contracts

Post-Closing Audit. (a) Within 20 days after the Closing Date, Buyer shall deliver to Seller the Company's audited financial statements (the "Closing Financial Statements") for the fiscal period ending as of the Closing Date, with sufficient detail to determine the calculation of each of the Additional Purchase Price, Working Capital Adjustment and Section 338(h)(10) Payment as of such time (the "Adjustment Schedule"). The Closing Financial Statements and the Adjustment Schedule shall be certified by Buyer's auditors (which shall be Arthur Andersen LLP in Sacramentx) xx txx xxxxxt that the Closing Financial Statements have been audited and prepared in accordance with GAAP applied on a consistent basis and in accordance with the practice of the Company's auditors prior to the Closing Date, and that the Adjustment Schedule has been prepared based on the Closing Financial Statements. The Closing Financial Statements and the Adjustment Schedule shall become final and binding upon the parties 15 days following Sellers' receipt thereof or earlier if Seller so elects by delivering a notice to Buyer, unless Sellers give written notice of its disagreement ("Notice of Disagreement") to Buyer prior to the termination of such 15-day period. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a timely Notice of Disagreement is received by Buyer, then the Closing Financial Statements and the Adjustment Schedule (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earliest of (x) the date Sellers and Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (y) the date all matters in dispute are finally resolved in writing by the Accounting Firm (as defined below) pursuant to this Section 2.4. During the 10 days following delivery of a Notice of Disagreement, Seller and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 10-day period, Seller shall submit to an independent "big-six" accounting firm (the "Accounting Firm"), other than Buyer's accounting firm (in connection with this transaction or otherwise), for review and resolution of all matters which remain in dispute which were included in the Notice of Disagreement, and the Accounting Firm shall make a final determination as to all such matters. The fees and expenses of the Accounting Firm shall be shared equally by Buyer and Seller. The Accounting Firm shall use its best efforts to review and resolve all matters which remain in dispute as soon as possible.

Post-Closing Audit. (a) Within 20 days after the Closing Date, Buyer shall deliver prepare, or cause to Seller the Company's audited financial be prepared, at Buyer’s sole cost and expense, any and all balance sheets, statements (the "Closing Financial Statements") of income, cash flows and stockholders’ equity for the fiscal period ending as of the Closing Date, with sufficient detail to determine the calculation of each of the Additional Purchase Price, Working Capital Adjustment and Section 338(h)(10) Payment as of such time (the "Adjustment Schedule"). The Closing Financial Statements and the Adjustment Schedule shall be certified by Buyer's auditors (which shall be Arthur Andersen LLP in Sacramentx) xx txx xxxxxt that the Closing Financial Statements have been audited and prepared Business in accordance with GAAP applied on a consistent basis and in accordance with the practice applicable sections of the Company's auditors SEC Division of Corporate Finance’s Financial Reporting Manual, as required by Regulation S-X for the following periods (or any other such periods as may be required thereby), and together with all footnotes required by GAAP, as of and for (A) each of the years ended December 31, 2016 and December 31, 2017, which shall be audited by a registered accounting firm selected by Buyer (the “Audit Firm”) and (B) the partial period beginning on January 1, 2018 and ending on September 30, 2018, which shall not be required to be audited by the Audit Firm, which financial statements shall be prepared in a manner meeting the requirements of GAAP. Seller acknowledges and consents to the foregoing and to Audit Firm’s delivery of the financial statements referenced in this Section 6.13 to Buyer and agrees to, at Buyer’s sole cost and expense for any incremental out-of-pocket costs, reasonably promptly provide any necessary information post-Closing in cooperation with Buyer and the Audit Firm to assist the Audit Firm in the completion of an audit of the financial statements and, including executing such management and other representation letters as shall be requested by the Audit Firm, so that the Audit Firm is able to complete its audit of the financial statements. Seller shall also cooperate with Buyer by providing information in its possession to the Audit Firm to facilitate its ability to deliver one or more customary “comfort letters” as reasonably requested by Buyer. Seller shall cooperate and provide information promptly upon request in order to facilitate the Audit Firm being able to deliver the financial statements described in this Section 6.13 on or prior to sixty (60) days following the Closing. In addition to the foregoing, Seller agrees to, at Buyer’s sole cost and expense, take any additional actions necessary post-Closing Date, and that the Adjustment Schedule has been prepared based on the Closing Financial Statements. The Closing Financial Statements in cooperation with Buyer and the Adjustment Schedule shall become final and binding upon the parties 15 days following Sellers' receipt thereof or earlier if Seller so elects by delivering a notice Audit Firm to Buyer, unless Sellers give written notice of allow Buyer to comply with its disagreement ("Notice of Disagreement") to Buyer prior to the termination of such 15reporting obligations under Regulation S-day period. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a timely Notice of Disagreement is received by Buyer, then the Closing Financial Statements and the Adjustment Schedule (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earliest of (x) the date Sellers and Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (y) the date all matters in dispute are finally resolved in writing by the Accounting Firm (as defined below) pursuant to this Section 2.4. During the 10 days following delivery of a Notice of Disagreement, Seller and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 10-day period, Seller shall submit to an independent "big-six" accounting firm (the "Accounting Firm"), other than Buyer's accounting firm (X in connection with this transaction or otherwise), for review and resolution of all matters which remain in dispute which were included in the Notice of Disagreement, and the Accounting Firm shall make a final determination as to all such matters. The fees and expenses its purchase of the Accounting Firm shall be shared equally by Buyer and Seller. The Accounting Firm shall use its best efforts to review and resolve all matters which remain in dispute as soon as possibleBusiness.

Post-Closing Audit. (a) Within 20 days Notwithstanding anything contained herein to the contrary, Purchaser, upon reasonable prior notice to Seller, shall have the right, at any time after the Closing Dateexpiration of the Inspection Period (provided that Purchaser shall not have terminated this Agreement pursuant to Section 4.4), Buyer shall deliver and for a period of 120 days following the Closing, at Purchaser’s expense, to Seller the Company's audit and/or to have prepared audited financial statements (the "Closing Financial Statements") for the fiscal Property for the period ending as covering Seller’s ownership of the Closing Date, with sufficient detail to determine the calculation of each of the Additional Purchase Price, Working Capital Adjustment Property. Such audit shall include all books and Section 338(h)(10) Payment as of such time (the "Adjustment Schedule"). The Closing Financial Statements and the Adjustment Schedule shall be certified by Buyer's auditors (which shall be Arthur Andersen LLP in Sacramentx) xx txx xxxxxt that the Closing Financial Statements have been audited and prepared in accordance with GAAP applied on a consistent basis and in accordance with the practice of the Company's auditors prior records relating to the Closing DateProperty in Seller’s possession or control, including, but not limited to, revenue and that the Adjustment Schedule has been prepared based on the Closing Financial Statementsexpense supporting documents, deposits, bank statements, invoices and other similar documentation. The Closing Financial Statements Seller agrees to execute a standard form of engagement and the Adjustment Schedule shall become final and binding upon the parties 15 days following Sellers' receipt thereof or earlier if representation letter in form reasonably satisfactory to Seller so elects by delivering with a notice to Buyerbig four accounting firm, unless Sellers give written notice of its disagreement ("Notice of Disagreement") to Buyer prior to the termination of such 15-day period. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a timely Notice of Disagreement is received by Buyer, then the Closing Financial Statements and the Adjustment Schedule (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earliest of (x) the date Sellers and Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (y) the date all matters in dispute are finally resolved in writing by the Accounting Firm (as defined below) pursuant to this Section 2.4. During the 10 days following delivery of a Notice of Disagreement, Seller and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 10-day period, Seller shall submit to an independent "big-six" accounting firm (the "Accounting Firm"), other than Buyer's accounting firm (auditor in connection with this transaction or otherwisethe audit, provided that (i) such letter expressly provides that all costs and fees of such audit shall be paid by Purchaser, and (ii) at the time of the engagement of such auditor, Purchaser shall deposit with Seller an amount equal to 110% of the estimated cost and fees of such audit (the “Audit Deposit”), for review with the balance, if any, of such Audit Deposit to be returned to Purchaser after completion of the audit and resolution payment of all matters which remain in dispute which were included in the Notice of Disagreement, and the Accounting Firm shall make a final determination as to all such matters. The fees costs and expenses of the Accounting Firm audit. Seller agrees to cooperate with Purchaser in granting Purchaser, its agents, representatives and employees access to all books, records and documentation in Seller’s possession or control, so that it and its auditors may timely and fully complete such audit. Seller shall have the right to use the Audit Deposit to pay the costs and fees of the audit. If the Audit Deposit is not sufficient to pay all of the costs and fees of the audit, Purchaser shall, within ten (10) days after request, reimburse Seller for all costs and fees incurred in connection with such audit not paid for from the Audit Deposit, and Purchaser shall indemnify and hold harmless Seller from all costs and fees of the auditor engaged in connection with such audit. Should this Agreement terminate and the Closing not occur, Purchaser shall still be shared equally by Buyer obligated to reimburse Seller for all costs and Sellerfees incurred in connection with such audit and shall indemnify and hold harmless Seller from all costs and fees of Purchaser’s auditor in connection with such audit. The Accounting Firm terms of this Section shall use its best efforts to review survive the Closing and resolve all matters which remain in dispute as soon as possible.the delivery of the Deed. SIGNATURE PAGE TO AGREEMENT OF PURCHASE AND SALE BY AND BETWEEN 302 SABAL PARK PLACE LONGWOOD, LLC, and 380 XXXX XXXXX XXXXXX XONGWOOD, LLC AND NTS REALTY HOLDINGS LIMITED PARTNERSHIP

Post-Closing Audit. (a) Within 20 days after the There shall be a post-Closing Date, Buyer shall deliver to Seller the Company's audited financial statements audit (the "Post-Closing Financial StatementsAudit") of the Books and Records relating to the assets, liabilities and business of the AAPT Operations and the CAP Operations for the fiscal period ending purpose of (i) confirming the increases, reductions and adjustments made to the AAPT Purchase Price and the CAP Consideration at Closing in accordance with Article 2 hereof and (ii) confirming all other payments, allocations and apportionments between the parties pursuant to this Agreement. The Post-Closing Audit shall be prepared as of the Closing Date, with sufficient detail shall be conducted by Xxxxxx Xxxxxxxx LLP and shall be completed and delivered to determine the calculation of each Buyers within six (6) months of the Additional Purchase Price, Working Capital Adjustment and Section 338(h)(10) Payment as of such time Closing (the "Adjustment Schedule"). The Closing Financial Statements and the Adjustment Schedule shall be certified with any amounts which are not finally determined being estimated in good faith by Buyer's auditors (which shall be Arthur Andersen Xxxxxx Xxxxxxxx LLP in Sacramentx) xx txx xxxxxt that the Closing Financial Statements have been audited and prepared in accordance with GAAP applied on a consistent basis and in accordance with the practice historical experience of the Company's auditors prior Transferring Parties' Operations). Sellers and their Representatives shall provide the Post-Closing Audit and other documentation (including all accounting work papers relating to such audit) reasonably required to confirm such audit to an accounting firm to be chosen by Buyers ("Buyers' Auditor") for the purpose of review by Buyers' Auditor. Within thirty (30) Business Days after Sellers and their Representatives have provided to Buyers' Auditor the Post-Closing DateAudit and supporting documentation, Buyers shall confirm or dispute such audit and final increases, reductions and adjustments shall be made and any over- or under-payment of the AAPT Purchase Price and/or CAP Consideration and any other payments between the parties required hereunder shall be reimbursed or paid, as the case may be within five (5) Business Days of final agreement of the parties. If Sellers and Buyers are unable to agree on particular final increases, reductions and adjustments, then at any time after the expiration of the thirty (30) Business Day period referred to in the immediately preceding sentence, either Buyers or Sellers may direct that any such disputed items be submitted to such other "big five" independent accounting firm selected jointly by Sellers and Buyers (the "Independent Auditor") to resolve any such disputes, and that to perform any such confirming audit, if reasonably necessary to resolve such disputes with Sellers and Buyers each paying one-half of the Adjustment Schedule has been prepared based on the Closing Financial Statementsfees to resolve any such disputed items. The Closing Financial Statements and the Adjustment Schedule decisions of any such Independent Auditor shall become final and be binding upon the parties 15 days following Sellers' and payment or reimbursement of the amounts as determined by the Independent Auditor shall be made within five (5) Business Days after receipt thereof or earlier if Seller so elects by delivering a notice to Buyer, unless Sellers give written notice of its disagreement ("Notice the final decision of Disagreement") to Buyer prior to the termination of such 15-day period. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so assertedIndependent Auditor. If a timely Notice of Disagreement is received the apportionment in the Post-Closing Audit (i) exceeds the Estimated Apportionments by Buyer, then five percent or more (such amount over five percent being the Closing Financial Statements and the Adjustment Schedule (as revised in accordance with clause (x"Excess Amount") or (yii) belowis less than the Estimated Apportionments by five percent or more (such amount over five percent being the "Deficiency Amount"), then, in the event of (i) above, Buyer shall become final and binding upon the parties pay Seller Interest on the earliest Excess Amount from the Closing Date to the date of payment or, in the event of (xii) the date Sellers and Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (y) the date all matters in dispute are finally resolved in writing by the Accounting Firm (as defined below) pursuant to this Section 2.4. During the 10 days following delivery of a Notice of Disagreement, Seller and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 10-day periodabove, Seller shall submit pay Buyer Interest on the Deficiency Amount from the Closing Date to an independent "big-six" accounting firm (the "Accounting Firm"), other than Buyer's accounting firm (in connection with this transaction or otherwise), for review and resolution date of all matters which remain in dispute which were included in the Notice of Disagreement, and the Accounting Firm shall make a final determination as to all such matters. The fees and expenses of the Accounting Firm shall be shared equally by Buyer and Seller. The Accounting Firm shall use its best efforts to review and resolve all matters which remain in dispute as soon as possiblepayment.