Common use of Reproration after Closing Clause in Contracts

Reproration after Closing. The provisions of Paragraph 7.1, this Paragraph 7.3 and Paragraphs 7.4 and 7.5 below shall survive the Closing (and not be merged therein). If the actual amounts of any of the aforesaid proration items are unavailable as of the Closing Date, then such proration shall be made on the basis of an amount reasonably estimated by Investor and Existing Members at Closing and Investor and Existing Members shall thereupon reprorate such items at such times as the exact amounts for such proration items become available (but such prorations will be made within one (1) year after the Closing Date or upon such earlier date as the exact amounts for such proration become available); provided however, that no reproration adjustment shall be made if the net amount due is $1,000 or less, and provided that any request is delivered to the party from whom payment is requested on or before one (1) year after Closing. In order to enable Existing Members and Investor to determine whether any such delayed adjustment is necessary, the Company shall provide to Existing Members and Investor current operating and financial statements for the Hotel no later than six (6) months after Closing. Notwithstanding anything to the contrary in this Paragraph 7.3, Investor’s right to indemnification for Pre-Closing Tax Liabilities shall not be subject to or prejudiced by the limitations on reproration set forth in this Paragraph 7.3.

Reproration after Closing. The provisions of Paragraph 7.1, this Paragraph 7.3 and Paragraphs 7.4 and 7.5 below Article 7 shall survive the Closing (and not be merged therein)Closing. If the actual amounts of any of the aforesaid proration items are unavailable as of the Closing Date, then such proration shall be made on the basis of an amount reasonably estimated by Investor Buyer and Existing Members Seller at Closing and Investor Buyer and Existing Members Seller shall thereupon reprorate such items at such times as the exact amounts for such proration items become available (but such prorations will be made within one hundred eighty (1180) year days after the Closing Date (other than prorations for real estate taxes which shall be made within eighteen (18) months after the Closing Date unless same pertains to a Parcel with respect to which there is, as of the Closing Date, a pending tax certiorari or similar proceeding, in which same such reproration shall occur promptly following the final resolution or settlement thereof) or upon such earlier date as the exact amounts for such proration become available); provided however, that no reproration adjustment shall be made if the net amount due is $1,000 5,000.00 or less, in the aggregate, and provided that any request is delivered to the party from whom payment is requested on or before one hundred eighty (1180) year days after Closing. In order to enable Existing Members and Investor Seller to determine whether any such delayed adjustment is necessary, the Company Buyer shall provide to Existing Members and Investor current operating and financial statements for the Hotel no later than six (6) months after Closing. Notwithstanding anything Seller reasonably detailed backup to the contrary in this Paragraph 7.3, Investorsupport Buyer’s right to indemnification for Pre-Closing Tax Liabilities shall not be subject to or prejudiced position promptly upon request therefor by the limitations on reproration set forth in this Paragraph 7.3Seller.

Reproration after Closing. The provisions of Paragraph 7.1, this Paragraph 7.3 and Paragraphs 7.4 and 7.5 below 7 shall survive the Closing (and not be merged therein)Closing. If the actual amounts of any of the aforesaid proration items are unavailable as of the Closing Date, then such proration shall be made on the basis of an amount reasonably estimated by Investor Buyer and Existing Members Seller at Closing and Investor Buyer and Existing Members Seller shall thereupon reprorate such items at such times as the exact amounts for such proration items become available (but such prorations will be made within one six (16) year months after the Closing Date or upon such earlier date as the exact amounts for such proration become available); provided however, that no reproration adjustment shall be made if the net amount due is $1,000 or less, and provided that any request is delivered to the party from whom payment is requested on or before one six (16) year months after Closing. In order to enable Existing Members and Investor Seller to determine whether any such delayed adjustment is necessary, the Company Buyer shall provide or cause to Existing Members and Investor be provided to Seller current operating and financial statements for the Hotel Property no later than six three (63) months after Closing. Notwithstanding anything to the contrary contained in this Paragraph 7.37.3 to the contrary, Investor’s right Paragraph 5.5 of this Agreement shall control with respect to indemnification for Pre-the apportionment between Seller and Buyer and the payment of any applicable refunds and/or credits resulting from the final resolution of any tax appeal with respect to the Closing Tax Liabilities shall not be subject to or prejudiced by Year, and the limitations on reproration parties acknowledge and agree that the one-year proration time limit set forth in this Paragraph 7.37.3 shall not apply to any such apportionments pursuant to Paragraph 5.5.