Preliminary Closing Statement. At least three (3) Business Days prior to the Closing Date, Escrow Agent shall prepare and submit to each of Buyer and the Seller Parties preliminary Closing statements, showing the Parties’ respective amounts of Closing costs, the Deposit, the net credit due to the Seller Parties or Buyer under Section 2.5 and the net amount of funds required to be deposited by Buyer in order to effect Closing hereunder.
Preliminary Closing Statement. Seller shall cause the Manager or the Hotel accounting staff (“Seller’s Accountant”) to make such inventories, and examinations of the Hotel, and of the books and records of the Hotel as the Parties may reasonably deem necessary to make the required adjustments and Prorations to the Purchase Price as set forth in Sections 11.2 and 11.3 or any other provisions of this Agreement. Purchaser or its designated representative shall be allowed to be present at such inventories, and examinations. Based upon such inventories, and examinations, Seller’s Accountant shall prepare and deliver to the Parties on a Business Day not later than three (3) days prior to the Closing Date a preliminary closing statement (the “Preliminary Closing Statement”), which shall contain Prorations as of 11:59 p.m. (Central Time) on the day prior to the Closing Date (the “Cut-Off Time”). The Preliminary Closing Statement shall contain Seller’s Accountant’s best estimate of the amounts of the items required to be prorated and adjusted pursuant to this Agreement between Seller and Purchaser as of the Cut-Off Time. Following its receipt of the Preliminary Closing Statement, Purchaser shall review the Proposed Closing Statement and shall discuss with Seller’s Accountant any items which Purchaser may reasonably dispute. Seller and Purchaser shall prepare a final closing statement (the “Final Closing Statement”) reflecting the agreed upon items in the Preliminary Closing Statement, subject, to any adjustments made by Seller and Purchaser relating to the counts and calculations made in the three (3) days prior to Closing, but excluding any disputed items. The prorations referenced in the Final Closing Statement shall be the basis upon which the prorations and adjustments provided for under this Agreement shall be made at Closing.
Preliminary Closing Statement. Seller and Bedford shall jointly prepare a preliminary Closing statement on the basis of the Leases and other sources of income and expenses and shall deliver such computation to the Escrow Holder prior to the Closing.
Preliminary Closing Statement. Seller shall prepare a closing statement (the "Preliminary Closing Statement") in accordance with GAAP as of a date not earlier than 45 days prior to the Closing Date reflecting the calculation of the Purchase Price, including the assets to be sold and assigned hereunder and the liabilities to be transferred and assumed hereunder; provided, however, that the Preliminary Closing Statement shall reflect actual balances as of a date not more than 7 days prior to the Closing Date for coins and currency and deposits.
Preliminary Closing Statement. Seller and Buyer shall jointly prepare and approve a preliminary Closing Statement on the basis of the Leases and other sources of income and expenses, and shall deliver such computation to Escrow Holder prior to Closing.
Preliminary Closing Statement. Not less than five (5) days prior to the Closing Date, Seller shall deliver to Purchaser a proposed preliminary closing statement, in the form of Schedule B to this Agreement, completed as at a date mutually agreed to by the parties. The parties shall agree upon the preliminary closing statement before the Closing, and it shall be the basis of a preliminary payment to be made to Purchaser's account on the Closing Date, or to Seller's account at the Closing, as the case may be (the "Preliminary Payment").
Preliminary Closing Statement. The Seller has approved the amounts reflected in the Preliminary Closing Statement by the Closing Date, unless the amounts disputed by Seller with respect to such Preliminary Closing Statement are (i) disputed in bad faith, or (ii) in an amount not greater than $1,500,000 in the aggregate, in either which case this condition shall not apply.
Preliminary Closing Statement. Beginning as close to the anticipated Closing Date as practicable, Sellers shall, in consultation with Buyer and with Buyer's reasonable cooperation, cause to be prepared a prorations and credit statement (the "Preliminary Statement") which shall reflect all of the prorations, credits and other adjustments in payment at Closing required under this Section 8 or under any other provision of this Agreement. As soon as the Parties have agreed upon the Preliminary Statement, they shall jointly deliver a mutually signed copy thereof to Escrow Agent. To the extent the Parties are unable to agree by Closing on any item on the Preliminary Statement, Sellers' estimation of such item shall be used and such item shall be finally resolved on the Final Statement pursuant to Section 11.
Preliminary Closing Statement. The Company shall, at least three Business Days prior to the Closing Date, but not earlier than five Business Days prior to the Closing Date, cause to be prepared and delivered to the Buyer a good faith statement (the “Preliminary Closing Statement”), duly executed on behalf of the Company by the Chief Financial Officer of the Company, that references and attaches (i) a good faith estimated consolidated balance sheet of the Company and its Subsidiaries (the “Estimated Closing Date Balance Sheet”) as of the close of business on the Closing Date and (ii) a good faith estimate of the Estimated Purchase Price, in sufficient detail to identify on an item by item basis the calculation of each item comprising the Estimated Closing Date Balance Sheet and the Estimated Purchase Price, including an estimate of the Cash and Cash Equivalents (the “Estimated Closing Date Cash and Cash Equivalents”), an estimate of the Company Closing Costs (the “Estimated Company Closing Costs”), an estimate of the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), in each case, prepared in accordance with GAAP applied in a manner consistent with the Financial Statements and utilizing the same methodologies, practices and policies employed by the Company and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness and Company Closing Costs set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on the Closing Date. The Company shall make available to Buyer such information as Buyer shall reasonably request relating to the matters set forth in the Preliminary Closing Statement.
Preliminary Closing Statement. Seller shall prepare and furnish to Buyer at least three (3) days prior to Closing a preliminary closing statement setting forth the adjustments, if any, to the Sale Price and the total amount of funds to be paid by Buyer at Closing. Such statement shall reflect each adjustment and the calculation used to determine such amount. The adjusted Sale Price shall mean the Sale Price adjusted as provided herein.
