Common use of Prorations, Credits and Other Adjustments Clause in Contracts

Prorations, Credits and Other Adjustments. At Closing, Purchaser and Seller shall prorate all items of income and expense which are customarily prorated between a purchaser and seller for hotel properties comparable to the Hotel, including, without limitation, the prorations and other adjustments provided below, and the net amount consequently owing to Seller or Purchaser shall be added to or subtracted from the proceeds of the Purchase Price payable to Seller at Closing. Beginning as close to the anticipated Closing Date as practicable, Seller shall, in consultation with Purchaser and with Purchaser’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 to the Purchase Price at Closing required under this Section 4.4 or under any other provision of this Agreement. As soon as Purchaser and Seller have agreed upon the Preliminary Statement, they shall jointly deliver a mutually signed copy thereof to Escrow Agent. To the extent Purchaser and Seller are unable to agree by Closing on any item on the Preliminary Statement, Seller’s estimation of such item shall be used and such item shall be finally resolved on the Final Statement (defined below) pursuant to Section 4.4.14 below.

Prorations, Credits and Other Adjustments. At Closing, Purchaser and Seller shall prorate all items of income and expense which are customarily prorated between a purchaser and seller for hotel properties comparable to the Hotel, Hotel including, without limitation, the prorations and other adjustments provided below, and the net amount consequently owing to Seller or Purchaser shall be added to or subtracted from the proceeds of the Purchase Price payable to Seller at Closing. Beginning as close to the anticipated Closing Date as practicable, Seller shall, in consultation with Purchaser and with Purchaser’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 to the Purchase Price at Closing required under this Section 4.4 or under any other provision of this Agreement. As soon as Purchaser and Seller have agreed upon the Preliminary Statement, they shall jointly deliver a mutually signed copy thereof to Escrow Agent. To the extent Purchaser and Seller are unable to agree by Closing on any item on the Preliminary Statement, Seller’s estimation of such item shall be used and such item shall be finally resolved on the Final Statement (defined below) pursuant to Section 4.4.14 below.

Prorations, Credits and Other Adjustments. At Closingclosing, Purchaser and Seller the Parties shall prorate all items of income and expense which are customarily prorated between a purchaser and seller for hotel properties comparable to the Hotel, including, without limitation, make the prorations and other adjustments provided below, and the net amount consequently owing to Seller or Purchaser Buyer shall be added to or subtracted from the proceeds of the Purchase Price payable to Seller at Closingclosing. Beginning as close to the anticipated Closing Date as practicable, Seller shall, in consultation with Purchaser Buyer and with PurchaserBuyer’s reasonable cooperation, cause to be prepared a prorations and credit credits statement (the “Preliminary Statement”) which shall reflect all of the prorations, credits and other adjustments to the Purchase Price in payment at Closing required under this Section 4.4 8 or under any other provision of this Agreement. As soon as Purchaser and Seller the Parties have agreed upon the Preliminary Statement, they shall jointly deliver a mutually signed copy thereof to Escrow Agent. To the extent Purchaser and Seller the Parties are unable to agree by Closing on any item on the Preliminary Statement, Seller’s estimation of such item shall be used and such item shall be finally resolved on the Final Statement (defined below) pursuant to Section 4.4.14 below.11. 8.1

Prorations, Credits and Other Adjustments. At Closing, Purchaser except as otherwise expressly set forth in this Section 4.4, Buyer and Seller shall prorate all items of income and expense which are customarily prorated between a purchaser buyer and seller for hotel properties comparable to the Hotel, Real Property including, without limitation, the prorations and other adjustments provided below, and the net amount consequently owing to Seller or Purchaser Buyer shall be added to or subtracted from the proceeds of the Purchase Price payable to Seller at Closing. Beginning as close to the anticipated Closing Date as practicable, but not later than two (2) business days prior to the anticipated Closing Date, Seller shall, in consultation with Purchaser Buyer and with PurchaserBuyer’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 to the Purchase Price at Closing required under this Section 4.4 or under any other provision of this Agreement, together with any applicable backup documentation thereto as may be reasonably requested by Buyer. As soon as Purchaser Buyer and Seller have agreed upon the Preliminary Statement, they shall jointly deliver a mutually signed copy thereof to Escrow Agent. To the extent Purchaser Buyer and Seller are unable to agree by Closing on any item on the Preliminary Statement, Seller’s reasonable estimation of such item shall be used and such item shall be finally resolved on the Final Statement (defined below) pursuant to Section 4.4.14 4.4.13 below.

Prorations, Credits and Other Adjustments. At Closing, Purchaser and Seller shall prorate all items of income and expense which are customarily prorated between a purchaser and seller provided for hotel properties comparable to the Hotel, including, without limitation, the prorations and other adjustments provided below, and the net amount consequently owing to Seller or Purchaser shall be added to or subtracted from the proceeds of the Purchase Price payable to Seller at Closing. Beginning as close to the anticipated Closing Date as reasonably practicable, Seller shall, in consultation with Purchaser and with Purchaser’s reasonable cooperation, shall cause to be prepared a prorations and credit statement (the “Preliminary Statement”) ), which shall be reasonably approved by Purchaser and which shall reflect all of the prorations, credits and other adjustments to the Purchase Price at Closing required under this Section 4.4 or under any other provision of this Agreement. As soon as Purchaser and Seller have agreed upon the Preliminary Statement, they shall jointly deliver a mutually signed copy thereof to Escrow Agent. To the extent Purchaser and Seller are unable to agree by Closing on any item on the Preliminary Statement, Seller’s estimation the amount of such item any items in dispute shall be used and held in escrow by the Title Company until such item shall be finally resolved on the Final Statement (defined below) pursuant to Section 4.4.14 below. Seller shall cause a draft of the Preliminary Statement to be delivered to Purchaser for Purchaser’s review and approval no later than three (3) business days prior to the Closing.

Prorations, Credits and Other Adjustments. At Closing, Purchaser and Seller the Parties shall prorate all items of income and expense which are customarily prorated between a purchaser and seller for hotel properties comparable to the Hotel, including, without limitation, make the prorations and other adjustments provided below, and the net amount consequently owing to Seller or Purchaser Buyer shall be added to or subtracted from the proceeds of the Purchase Price payable to Seller at Closing. Beginning as close to the anticipated Closing Date as practicable, Seller shall, in consultation with Purchaser Buyer and with PurchaserBuyer’s reasonable 116800-0001/LEGAL125685330.6 cooperation, cause to be prepared a prorations and credit credits statement (the “Preliminary Statement”) which shall reflect all of the prorations, credits and other adjustments to the Purchase Price in payment at Closing required under this Section 4.4 8 or under any other provision of this Agreement. As soon as Purchaser and Seller the Parties have agreed upon the Preliminary Statement, they shall jointly deliver a mutually signed copy thereof to Escrow Agent. To the extent Purchaser and Seller the Parties are unable to agree by Closing on any item on the Preliminary Statement, Seller’s estimation of such item shall be used and such item shall be finally resolved on the Final Statement (defined below) pursuant to Section 4.4.14 below11.

Prorations, Credits and Other Adjustments. At Closing, Purchaser and Seller shall prorate all items of income and expense which are customarily prorated between a purchaser and seller for hotel properties comparable a hotel. For clarification it is the intent of the parties that unless specifically outlined differently below that Seller is responsible for all revenues and expenses attributable to the Hoteltime prior to Cutoff Time and Purchaser is responsible for all revenues and expenses attributable to the time after the Cutoff time. At Closing, includingPurchaser and Seller shall make the prorations, without limitationcredits, the prorations and other adjustments provided belowfor below in, and in accordance with the net amount consequently owing to Seller or Purchaser shall be added to or subtracted from the proceeds of the Purchase Price payable to Seller at Closingprocedures set forth in, this Section 4.4. Beginning as close to the anticipated Closing Date as practicable, Seller shall, in consultation with Purchaser and with Purchaser’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 to the Purchase Price at Closing required under this Section 4.4 or under any other provision of this Agreement. As soon as Purchaser and Seller have agreed upon the Preliminary Statement, they shall jointly deliver a mutually signed copy thereof to Escrow Agent. To the extent The net amount shown as owing to Seller or Purchaser and Seller are unable to agree by Closing on any item on in the Preliminary Statement, Seller’s estimation of such item Statement shall be used and such item shall be finally resolved on added to or subtracted from the Final Statement (defined below) pursuant proceeds of the Purchase Price payable to Section 4.4.14 belowSeller through Escrow at Closing.

Prorations, Credits and Other Adjustments. At Closing, Purchaser and Seller the Parties shall prorate all items of income and expense which are customarily prorated between a purchaser and seller for hotel properties comparable to the Hotel, including, without limitation, make the prorations and other adjustments provided below, and the net amount consequently owing to Seller or Purchaser Buyer shall be added to or subtracted from the proceeds of the Purchase Price payable to Seller at Closing. Beginning as close to the anticipated Closing Date as practicable, Seller shall, in consultation with Purchaser Buyer and with Purchaser’s 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 to the Purchase Price in payment at Closing required under this Section 4.4 8 or under any other provision of this Agreement. As soon as Purchaser and Seller the Parties have agreed upon the Preliminary Statement, they shall jointly deliver a mutually signed copy thereof to Escrow Agent. To the extent Purchaser and Seller the Parties are unable to agree by Closing on any item on the Preliminary Statement, Seller’s 's estimation of such item shall be used and such item shall be finally resolved on the Final Statement (defined below) pursuant to Section 4.4.14 below11.