Common use of Settlement Statement Clause in Contracts

Settlement Statement. No later than three (3) Business Days prior to Closing, Seller shall prepare a first draft proration worksheet setting forth its determination of the adjustments and Prorations to the Purchase Price, and promptly thereafter, Seller and Purchaser through their respective employees, agents or representatives, jointly shall refine and revise such proration worksheet and shall make such examinations, audits and inventories of the Hotel as may be necessary to finalize the adjustments and Prorations to the Purchase Price as set forth in Sections 10.1 and 10.2 or any other provisions of this Agreement (including provisions related to the Existing Loan Amount). Based upon such examinations, audits and inventories, Seller and Purchaser jointly shall prepare prior to Closing a settlement statement (the “Settlement Statement”), which shall set forth Seller’s and Purchaser’s best estimate of the amounts of the items to be adjusted and prorated under this Agreement. The Settlement Statement shall be approved and executed by Seller and Purchaser, and shall be binding and conclusive on Seller and Purchaser with respect to the items set forth in the Settlement Statement, provided that, if, at any time within ninety (90) days after the Closing Date, either Seller or Purchaser discovers any items which should have been included in the Settlement Statement but were omitted therefrom or items which were incorrectly adjusted or prorated therein, or has obtained accurate amounts for items that were prorated, allocated or adjusted based upon estimates, such items shall be adjusted and prorated in the same manner as if their existence or such error or accurate amount had been known at the time of the preparation of the Settlement Statement, and the Party in whose favor such original error or omission was made shall refund such difference to the other Party promptly after the original error or omission is discovered. To the extent permitted under Applicable Law, Purchaser shall give Seller access to Purchaser’s books and records from and after the Closing Date for the purpose of making the adjustments contemplated by this Section 11.1. This Section 11.1 shall survive the Closing.

Settlement Statement. No later than three Seller may, at its own expense, have access to and make copies of all, or any part thereof, of the files and records provided Buyer hereunder at reasonable times and upon reasonable notice during regular business hours for as long as the Properties remain in effect. As to those xxxxx which Seller is disbursing proceeds of production, Seller shall continue to collect proceeds of production as long as it remains operator and shall be responsible for making disbursements, in accordance with its normal procedures (3and at normal times), of such proceeds of production so collected to the parties entitled to same, with any proceeds of production thereafter collected by Seller to be forwarded promptly to its successor as operator. Provided Buyer succeeds Seller as operator, Buyer shall become responsible for all disbursements of proceeds of production and such disbursement activities shall be included in the matters that Buyer assumes and with respect to which Buyer indemnifies Seller under Section 17 below. SELLER GIVES NO ASSURANCE HEREUNDER THAT BUYER SHALL SUCCEED SELLER AS OPERATOR OF ANY PROPERTY WHERE PARTIES OTHER THAN SELLER OWN INTERESTS IN SUCH PROPERTY. It is understood that in most (if not all) Business Days of the operating agreements affecting the Properties, Seller does not have the right to transfer operations of the leasehold interests subject thereto to Buyer. However, Seller shall use its best efforts to secure consent from all non-operators naming Buyer as Operator under such operating agreements prior to Closing, to be effective on the Closing Date and provided Closing takes place. After Closing, Buyer shall use its best efforts to comply with the terms of any operating agreements to name a successor operator thereunder for which Seller shall prepare a first draft proration worksheet setting forth its determination of the adjustments and Prorations was unable to the Purchase Price, and promptly thereafterobtain prior to Closing. Upon obtaining consent from non-operators naming Buyer as successor operator, Seller and Purchaser through their respective employeesBuyer promptly shall file all forms required by any governmental agency having authority, agents to change the operator from Seller to Buyer. Seller shall operate the Seller-operated Properties until the Effective Date and thereafter, if necessary, until such time as provided under the applicable operating agreement, plan of unitization, or representativeslaw requires. As soon as practicable thereafter, jointly shall refine and revise such proration worksheet and shall make such examinations, audits and inventories of the Hotel as may be necessary to finalize the adjustments and Prorations to the Purchase Price as set forth in Sections 10.1 and 10.2 or any other provisions of this Agreement (including provisions related to the Existing Loan Amount). Based upon such examinations, audits and inventories, Seller and Purchaser jointly shall prepare prior to Closing a settlement statement (the “Settlement Statement”), which shall set forth Seller’s and Purchaser’s best estimate of the amounts of the items to be adjusted and prorated under this Agreement. The Settlement Statement operations shall be approved and executed by Seller and Purchaserturned over to, and shall be binding and conclusive on become the responsibility of, Seller's successor as Operator To the extent Seller and Purchaser so operates any Property after the Effective Date, its obligations to Buyer with respect to such operations shall be no greater than those that it would have to a non-operator under the items set forth applicable operating agreement. In the absence of an operating agreement, those terms and provisions contained in the Settlement StatementAAPL 610 (1382 Revision) form Operating Agreement shall apply. THE PARTIES RECOGNIZE THAT, provided thatUNDER SUCH AGREEMENTS AND SUCH FORM OF AGREEMENT, if, at any time within ninety (90) days THE OPERATOR IS NOT RESPONSIBLE TO THE OTHER PARTIES THERETO FOR ITS OWN NEGLIGENCE AND HAS NO RESPONSIBILITY TO SUCH OTHER PARTIES OTHER THAN FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. As to all xxxxx acquired by Buyer hereunder which Seller continues to operate on behalf of Buyer and for Buyer's account after the Closing DateEffective Date because a successor operator has not been approved by the requisite governmental authority, either or consent of non-operators has not been obtained, by mutual agreement or otherwise, Seller or Purchaser discovers any items which should have been included will be paid the producing well overhead rates shown in the Settlement Statement but were omitted therefrom or items which were incorrectly adjusted or prorated thereinoperating agreement applicable to such xxxxx and if there is no such established rate, Buyer shall pay Seller for its proportionate share thereof based upon the rate of five hundred dollars ($500.00) per month, or has obtained accurate amounts any part thereof, for items that were prorated, allocated or adjusted based upon estimates, such items shall be adjusted and prorated in the same manner as if their existence or such error or accurate amount had been known at the time of the preparation of the Settlement Statement, and the Party in whose favor such original error or omission was made shall refund such difference to the other Party promptly after the original error or omission is discovered. To the extent permitted under Applicable Law, Purchaser shall give Seller access to Purchaser’s books and records from and after the Closing Date for the purpose of making the adjustments contemplated by this Section 11.1. This Section 11.1 shall survive the Closingeach well.

Settlement Statement. No later than three (3) Business Days prior to At the Trust Operations Closing, Seller Matrix Capital Bank and MG Colorado Holdings shall jointly prepare a first draft proration worksheet setting forth its determination of the adjustments and Prorations to the Purchase Price, and promptly thereafter, Seller and Purchaser through their respective employees, agents or representatives, jointly shall refine and revise such proration worksheet and shall make such examinations, audits and inventories of the Hotel as may be necessary to finalize the adjustments and Prorations to the Purchase Price as set forth in Sections 10.1 and 10.2 or any other provisions of this Agreement (including provisions related to the Existing Loan Amount). Based upon such examinations, audits and inventories, Seller and Purchaser jointly shall prepare prior to Closing a settlement statement (that identifies all the “Settlement Statement”), which shall set forth Seller’s and Purchaser’s best estimate of the following amounts of the items to be adjusted and prorated under this Agreement. The Settlement Statement shall be approved and executed by Seller and Purchaser, and shall be binding and conclusive on Seller and Purchaser with respect to the items set forth Acquired Contracts as of the TO Month End: (i) fees billed in advance of services being rendered by the Settlement StatementTrust Operations under the Acquired Contract and for which the counterparty under the Acquired Contract has already paid the fees billed (the "Fully Paid Amortized Fees"); (ii) fees billed in advance of services being rendered by the Trust Operations under the Acquired Contract but for which the counterparty under the Acquired Contract has not yet paid the fees billed (the "Unpaid Amortized Fees"); and (iii) fees billed in arrears or as services are performed by the Trust Operations, provided that, if, at any time within ninety (90) days after prior to the Trust Operations Closing Date, either Seller or Purchaser discovers any items under the Acquired Contract but for which should have been included in the Settlement Statement but were omitted therefrom or items which were incorrectly adjusted or prorated thereincounterparty under the Acquired Contract has not yet paid the fees billed (the "Unpaid Fully Earned Fees"). With respect to the Fully Paid Amortized Fees, or has obtained accurate amounts Matrix Capital Bank shall pay to the Trust Entity at the Trust Operations Closing the pro rata share for items that were prorated, allocated or adjusted the Trust Entity of the Fully Paid Amortized Fees (based upon estimatesthe relationship the days covered by the bill in question bears to the Trust Operations Closing Date) and txx Xrust Entity shall thereupon become the owner of such pro rata portion of the Fully Paid Amortized Fees; (B) with respect to the Unpaid Amortized Fees, the Trust Entity shall pay to Matrix Capital Bank at the Trust Operations Closing the pro rata share for Matrix Capital Bank of the Unpaid Amortized Fees (based upon the relationship the number of days covered by the bill in question bears to the Trust Operations Closing Date) and, xxxn making such items payment, the Trust Entity shall become the owner of the rights to collect all Unpaid Amortized Fees; and (C) with respect to the Unpaid Fully Earned Fees, Matrix Capital Bank shall be adjusted entitled to all of such fees and prorated shall remain the owner of all of such Unpaid Amortized Fees. Matrix Capital Bank shall, as reasonably requested by the Trust Entity, use commercially reasonable efforts to assist the Trust Entity in its collection efforts with respect to the same manner as if Unpaid Amortized Fees. The Trust Entity, MG Colorado Holdings and each of their existence or such error or accurate amount had been known at the time Affiliates (including without limitation MSCS) shall, on behalf of Matrix Capital Bank, timely and diligently pursue collection of the preparation Unpaid Fully Earned Fees and shall, consistent with past practice and on a commercially reasonable basis, report at least monthly to Matrix Capital Bank as to the status of and collection efforts relating to the Unpaid Fully Earned Fees; provided, however, that the foregoing sentence shall not in any way limit the ability of Matrix Capital Bank to pursue collection of such Unpaid Fully Earned Fees if Matrix Capital Bank so chooses in its sole discretion. In addition and without limiting the generality of the Settlement Statementforegoing, to the extent that (X) Matrix Capital Bank receives payment in respect of the Unpaid Amortized Fees, it shall promptly remit such payment to the Trust Entity and (Y) MG Colorado Holdings, the Trust Entity or any of their Affiliates (including without limitation MSCS) receives payment in respect of the Unpaid Fully Earned Fees, the Trust Entity and MG Colorado Holdings shall, and the Party in whose favor shall cause each of their Affiliates to, promptly remit such original error or omission was made shall refund such difference payment to the other Party promptly after the original error or omission is discovered. To the extent permitted under Applicable Law, Purchaser shall give Seller access to Purchaser’s books and records from and after the Closing Date for the purpose of making the adjustments contemplated by this Section 11.1. This Section 11.1 shall survive the ClosingMatrix Capital Bank.

Settlement Statement. No later than three (3) Business Days At or prior to the Closing, Seller shall and Buyer and/or their respective agents or designees will jointly prepare a first draft proration worksheet closing statement (the "SETTLEMENT STATEMENT") which will show the net amount due either to Seller or to Buyer as the result of the adjustments and prorations provided for herein, and such net due amount will be added to or subtracted from the Purchase Price to be paid to Seller at the Closing pursuant to ARTICLE 8 hereof, as applicable. Should any part of such Settlement Statement be inaccurate or based upon an error, the adversely affected Party shall receive from the other Party without prior demand, a reimbursement from the other Party correcting such error. Within ninety (90) days following the Closing Date, Seller and Buyer will jointly prepare a final closing statement reasonably satisfactory to Seller and Buyer in form and substance (the "FINAL SETTLEMENT STATEMENT") setting forth its the final determination of the adjustments and Prorations prorations provided for herein and setting forth any items which are not capable of being determined at such time (and the manner in which such items shall be determined and paid). The net amount due Seller or Buyer, if any, because of adjustments to the Purchase PriceSettlement Statement as shown in the Final Settlement Statement, shall be paid in cash by the party obligated therefor within ten (10) Business Days following that party's receipt of the approved Final Closing Statement. The adjustments, prorations and promptly thereafter, determinations agreed to by Seller and Purchaser through their respective employees, agents or representatives, jointly shall refine and revise such proration worksheet and shall make such examinations, audits and inventories of Buyer in the Hotel as may be necessary to finalize the adjustments and Prorations to the Purchase Price as set forth in Sections 10.1 and 10.2 or any other provisions of this Agreement (including provisions related to the Existing Loan Amount). Based upon such examinations, audits and inventories, Seller and Purchaser jointly shall prepare prior to Closing a settlement statement (the “Settlement Statement”), which shall set forth Seller’s and Purchaser’s best estimate of the amounts of the items to be adjusted and prorated under this Agreement. The Final Settlement Statement shall be approved conclusive and executed by binding on the parties (except to the extent the calculations are clearly erroneous or based upon erroneous information) hereto, except to the extent that any such determinations are not able to be finally determined until a later date (such as Property Taxes and Additional Rent), which amounts shall be re-prorated at such time when such amounts are capable of being re-calculated or in the event clear errors are discovered or are expressly subject to a longer survival period hereunder. Seller and Purchaser, and Buyer agree that any items that are not capable of being determined at the time the Final Settlement Statement shall be binding determined and conclusive on Seller paid in the manner set forth in the Final Settlement Statement. Following the Closing Date, each Party shall provide the other Party with such information as it shall reasonably request (including, without limitation, access to the books, records, files and Purchaser ledgers) with respect to the items set forth Property during normal business hours upon reasonable advance notice in order to confirm the Settlement Statement, final adjustments and prorations provided that, if, at any time within ninety (90) days after the Closing Date, either Seller or Purchaser discovers any items which should have been included in the Settlement Statement but were omitted therefrom or items which were incorrectly adjusted or prorated therein, or has obtained accurate amounts for items that were prorated, allocated or adjusted based upon estimates, such items shall be adjusted and prorated in the same manner as if their existence or such error or accurate amount had been known at the time of the preparation of the Settlement Statement, and the Party in whose favor such original error or omission was made shall refund such difference to the other Party promptly after the original error or omission is discovered. To the extent permitted under Applicable Law, Purchaser shall give Seller access to Purchaser’s books and records from and after the Closing Date for the purpose of making the adjustments contemplated by this Section 11.1. This Section 11.1 shall survive the Closingherein.

Settlement Statement. No later than three (3) Business Days prior The closing agent is instructed to Closing, Seller shall prepare a first draft proration worksheet setting forth its determination of the adjustments and Prorations to the Purchase Price, and promptly thereafter, Seller and Purchaser through their respective employees, agents or representatives, jointly shall refine and revise such proration worksheet and shall make such examinations, audits and inventories of the Hotel as may be necessary to finalize the adjustments and Prorations to the Purchase Price as set forth in Sections 10.1 and 10.2 or any other provisions of this Agreement (including provisions related to the Existing Loan Amount). Based upon such examinations, audits and inventories, Seller and Purchaser jointly shall prepare prior to Closing a settlement statement (showing all funds deposited for the “Settlement Statement”), which shall set forth Seller’s and Purchaser’s best estimate account of each of the amounts parties and the proposed disbursements from such funds. No funds shall be disbursed until the parties have examined and approved the settlement statement. Some items may be estimated, and the final amount of each estimated item will be adjusted to the items exact amount required to be adjusted and prorated under this Agreement. The Settlement Statement shall be approved and executed by Seller and Purchaser, and shall be binding and conclusive on Seller and Purchaser with respect to the items set forth in the Settlement Statement, provided that, if, at any time within ninety (90) days after the Closing Date, either Seller or Purchaser discovers any items which should have been included in the Settlement Statement but were omitted therefrom or items which were incorrectly adjusted or prorated therein, or has obtained accurate amounts for items that were prorated, allocated or adjusted based upon estimates, such items shall be adjusted and prorated in the same manner as if their existence or such error or accurate amount had been known paid at the time of disbursement. The settlement statement will be subject to audit and any errors or omissions may be corrected at any time. If any monetary error is found, the preparation party liable for such payment will immediately pay the amount to the party entitled to receive it. Prorations. Adjustments or pro-rations of the Settlement Statementreal estate taxes, and other charges if any, shall be made on a per-diem basis using a 365-day year, unless the Party in whose favor such original error or omission was made shall refund such difference closing agent is otherwise instructed. Title Insurance. The closing agent is instructed to obtain and forward to the parties a preliminary commitment for title insurance on the property and on any other Party promptly after parcel of real property that will be used to secure payment of any obligation created in the original error transaction (referred to herein as “the title report”). The closing agent is authorized to rely on the title report in the performance of its duties and shall have no responsibility or omission liability for any title defects or encumbrances which are not disclosed in the title report. Verification or Existing Encumbrances. The closing agent is discoveredinstructed to request a written statement from the holder of each existing encumbrance on the property, verifying its status, terms, balance owing and, if it will not be removed at closing, the requirements that must be met to obtain a waiver of any due-on-sale provision. To The closing agent is authorized to rely upon such written statements in the extent permitted under Applicable Lawperformance of its duties, Purchaser shall give Seller access without liability or responsibility for their accuracy or completeness. Instructions From Third Parties. If any written instructions necessary to Purchaser’s books close the transaction according to the Parties’ agreement are given to the closing agent by anyone other than the parties or their attorney, including but not limited to lenders, such instructions are accepted and records from and after agreed to by the Closing Date for the purpose of making the adjustments contemplated by this Section 11.1. This Section 11.1 shall survive the Closingparties.

Settlement Statement. No later than three (3) Business Days On or prior to the day prior to the Closing, Seller shall prepare a first draft proration worksheet setting forth its determination of the adjustments and Prorations to the Purchase PricePurchaser, and promptly thereafter, Seller and Purchaser through their respective employees, agents or representativesrepresentatives and KPMG (which shall be retained on behalf of both Seller and Purchaser to do the Prorations), jointly shall refine and revise such proration worksheet and shall make such examinations, audits and inventories of the Hotel Property as may be necessary to finalize make the adjustments and Prorations to the Purchase Price as set forth in Sections 10.1 and 10.2 or any other provisions of this Agreement (including provisions related to the Existing Loan Amount)Agreement. Based upon such examinations, audits and inventories, Seller and Purchaser shall jointly shall prepare prior to the Closing a settlement statement (the “Settlement Statement”), which shall set forth Seller’s and Purchaser’s best estimate of the amounts of the items to be adjusted and prorated under this AgreementAgreement (it being agreed that, at the election of any Party, there shall be separate statements for each Hotel). The Settlement Statement shall be approved and executed by Seller and Purchaser, and shall be binding and conclusive on Seller and Purchaser with respect to the items set forth in the Settlement Statement. Seller and Purchaser shall jointly prepare, provided that, if, at any time within as of the date that is ninety (90) days after the Closing Date, either Seller or Purchaser discovers an updated Settlement Statement reflecting any items which should have been included in the Settlement Statement but were omitted therefrom or items which were incorrectly adjusted or prorated therein, or has obtained accurate amounts for items that were prorated, allocated or adjusted based upon estimates, and such items shall be adjusted and prorated in the same manner as if their existence or such error or accurate amount had been known at the time of the preparation of the Settlement Statement, and the Party in whose favor such original error or omission was made shall refund such difference to the other Party promptly after within five (5) Business Days of the original error or omission is discoveredcompletion of such updated Settlement Statement. To the extent permitted under Applicable Law, Purchaser shall give Seller access to Purchaser’s books and records from and after the Closing Date for the purpose of making the adjustments contemplated by this Section 11.1. This Section 11.1 shall survive the Closing.

Settlement Statement. No later than three (3) Business Days prior If Seller approves the Final Settlement Statement, or fails to Closingnotify Buyer of its disapproval in the manner and within the time specified above, then the Final Settlement Statement shall be as delivered to Seller. If Seller disapproves the Final Settlement Statement, then the parties shall prepare a first draft proration worksheet setting use their reasonable best efforts to agree upon the amounts to be set forth in the Final Settlement Statement, and the Final Settlement Statement shall be amended accordingly. If Seller and Buyer cannot agree upon the amounts to be set forth in the Final Settlement Statement, then the accounting firm of Deloitte & Touche, LLP, or its determination successor, is designated to act as sole arbitrator and to decide all points of the adjustments and Prorations disagreement with respect to the Purchase PriceFinal Settlement Statement, and promptly thereaftersuch decision to be binding on both parties. If such firm is unwilling or unable to serve in such capacity, Seller and Purchaser through their respective employeesBuyer shall use reasonable best efforts to designate and retain another mutually acceptable internationally-recognized accounting firm not retained for general audit purposes by either of them as the sole arbitrator under this Section. If the parties cannot agree upon the individual at any such accounting firm who will be primarily responsible to act as arbitrator, agents then either party may request the appointment of such individual by the managing partner thereof. If Deloitte & Touche, LLP, or representativesits successor, is unwilling or unable to serve and if the parties are unable to jointly shall refine designate and revise such proration worksheet retain another mutually acceptable accounting firm as the sole arbitrator, then Seller or Buyer, may in writing request that the American Arbitration Association designate an accounting or accounting firm to serve as sole arbitrator. The costs and shall make such examinations, audits and inventories expenses of the Hotel arbitrator, whether the firm designated above, or otherwise designated, shall be shared equally by Seller and Buyer. Within 5 business days after the Final Settlement Statement has been agreed upon or disagreements resolved, Buyer or Seller, as the case may be necessary be, shall promptly make a payment by wire transfer of immediately available funds to finalize the adjustments and Prorations other party in an amount equal to the difference between the Purchase Price as set forth in Sections 10.1 herein and 10.2 or any other provisions of this Agreement (including provisions related to the Existing Loan Amount). Based upon such examinations, audits and inventories, Seller and Purchaser jointly shall prepare prior to Closing a settlement statement (the “Settlement Statement”), which shall Purchase Price as set forth Seller’s and Purchaser’s best estimate of on the amounts of the items to be adjusted and prorated under this Agreement. The Settlement Statement shall be approved and executed by Seller and Purchaser, and shall be binding and conclusive on Seller and Purchaser with respect to the items set forth in the Final Settlement Statement, provided that, if, at any time within ninety (90) days after the Closing Date, either Seller or Purchaser discovers any items which should have been included in the Settlement Statement but were omitted therefrom or items which were incorrectly adjusted or prorated therein, or has obtained accurate amounts for items that were prorated, allocated or adjusted based upon estimates, such items shall be adjusted and prorated in the same manner as if their existence or such error or accurate amount had been known together with interest at the time rate of 5% per annum for the preparation of the Settlement Statement, and the Party in whose favor such original error or omission was made shall refund such difference to the other Party promptly after the original error or omission is discovered. To the extent permitted under Applicable Law, Purchaser shall give Seller access to Purchaser’s books and records period from and after including the Closing Date for through and including the purpose date of making payment. Buyer shall, to the adjustments contemplated extent it is not directly paid by this Section 11.1. This Section 11.1 shall survive Seller, be entitled after the Closingamount of the difference in Purchase Price, if any, is finally determined to deduct such difference as reflected on the Final Settlement Statement from the Escrow Amount.

Settlement Statement. No later than three (3) Business Days At or prior to the Closing, Seller shall Sellers and Buyer and/or their respective agents or designees will jointly prepare a first draft proration worksheet closing statement (the "SETTLEMENT STATEMENT") which will show the net amount due either to Sellers or to Buyer as the result of the adjustments and prorations provided for herein, and such net due amount will be added to or subtracted from the Purchase Price to be paid to Sellers at the Closing pursuant to ARTICLE 8 hereof, as applicable. Should any part of such Settlement Statement be inaccurate or based upon an error, the adversely affected Party shall receive from the other Party without prior demand, a reimbursement from the other Party correcting such error. Within ninety (90) days following the Closing Date, Sellers and Buyer will jointly prepare a final closing statement reasonably satisfactory to Sellers and Buyer in form and substance (the "FINAL SETTLEMENT STATEMENT") setting forth its the final determination of the adjustments and Prorations prorations provided for herein and setting forth any items which are not capable of being determined at such time (and the manner in which such items shall be determined and paid). The net amount due Sellers or Buyer, if any, because of adjustments to the Purchase PriceSettlement Statement as shown in the Final Settlement Statement, and promptly thereafter, Seller and Purchaser through their respective employees, agents or representatives, jointly shall refine and revise such proration worksheet and shall make such examinations, audits and inventories be paid in cash by the party obligated therefor within ten (10) Business Days following that party's receipt of the Hotel as may be necessary to finalize the adjustments and Prorations to the Purchase Price as set forth in Sections 10.1 and 10.2 or any other provisions of this Agreement (including provisions related to the Existing Loan Amount). Based upon such examinations, audits and inventories, Seller and Purchaser jointly shall prepare prior to approved Final Closing a settlement statement (the “Settlement Statement”), which shall set forth Seller’s and Purchaser’s best estimate of the amounts of the items to be adjusted and prorated under this Agreement. The adjustments, prorations and determinations agreed to by Sellers and Buyer in the Final Settlement Statement shall be approved conclusive and executed by Seller binding on the parties (except to the extent the calculations are clearly erroneous or based upon erroneous information) hereto, except to the extent that any such determinations are not able to be finally determined until a later date (such as Property Taxes and PurchaserAdditional Rent), and which amounts shall be binding re-prorated at such time when such amounts are capable of being re-calculated or in the event clear errors are discovered or are expressly subject to a longer survival period hereunder. Sellers and conclusive on Seller Buyer agree that any items that are not capable of being determined at the time the Final Settlement Statement shall be determined and Purchaser paid in the manner set forth in the Final Settlement Statement. Following the Closing Date, each Party shall provide the other Party with such information as it shall reasonably request (including, without limitation, access to the books, records, files and ledgers) with respect to the items set forth Property during normal business hours upon reasonable advance notice in order to confirm the Settlement Statement, final adjustments and prorations provided that, if, at any time within ninety (90) days after the Closing Date, either Seller or Purchaser discovers any items which should have been included in the Settlement Statement but were omitted therefrom or items which were incorrectly adjusted or prorated therein, or has obtained accurate amounts for items that were prorated, allocated or adjusted based upon estimates, such items shall be adjusted and prorated in the same manner as if their existence or such error or accurate amount had been known at the time of the preparation of the Settlement Statement, and the Party in whose favor such original error or omission was made shall refund such difference to the other Party promptly after the original error or omission is discovered. To the extent permitted under Applicable Law, Purchaser shall give Seller access to Purchaser’s books and records from and after the Closing Date for the purpose of making the adjustments contemplated by this Section 11.1. This Section 11.1 shall survive the Closingherein.

Settlement Statement. No A preliminary estimate of the amounts set forth in Section 4.3 above shall be calculated by Sellers and set forth in a settlement estimate (the “Settlement Estimate”) delivered to Buyers not later than three five (35) Business Days prior to the scheduled date for Closing, Seller shall prepare a first draft proration worksheet setting forth its . A final determination of the adjustments under Section 4.3 (the “Adjustment Amount”) shall be calculated by Sellers and Prorations to the Purchase Price, and promptly thereafter, Seller and Purchaser through their respective employees, agents or representatives, jointly shall refine and revise such proration worksheet and shall make such examinations, audits and inventories of the Hotel as may be necessary to finalize the adjustments and Prorations to the Purchase Price as set forth in Sections 10.1 and 10.2 or any other provisions of this Agreement (including provisions related to the Existing Loan Amount). Based upon such examinations, audits and inventories, Seller and Purchaser jointly shall prepare prior to Closing a settlement statement (the “Settlement Statement”), which shall set forth Seller’s and Purchaser’s best estimate of ) delivered to Buyers not later than 90 calendar days after the amounts of the items to be adjusted and prorated under this AgreementClosing. The Settlement Statement shall be approved and executed by Seller and Purchasercontain information detailing the basis for Sellers’ calculations, and Buyers and their representatives shall have access to such records of Sellers as may be binding reasonably requested for verifying the measurements and conclusive on Seller and Purchaser with respect calculations. If any Buyer gives to Sellers written notice of dispute of any element of the items set forth in Settlement Statement within fifteen (15) calendar days after receiving the Settlement Statement, provided that(i) Sellers or Buyers, ifas the case may be, shall pay all undisputed portions of the Adjustment Amount, with interest at any time within ninety (90) days after the Prime Rate from the Closing Date, either Seller or Purchaser discovers any items which should have been included in to the Settlement Statement but were omitted therefrom or items which were incorrectly adjusted or prorated therein, or has obtained accurate amounts for items that were prorated, allocated or adjusted based upon estimates, such items shall be adjusted and prorated in the same manner as if their existence or such error or accurate amount had been known at the time of the preparation of other Party not later than fifteen (15) calendar days after receiving the Settlement Statement, and (ii) the Party disputed amount shall be negotiated between Sellers and Buyers. If such negotiations do not result in a resolution of the dispute within fifteen (15) calendar days after any Buyer’s notice of dispute, the disputed amount shall be determined by one partner designated by the Houston, Texas office of Deloitte & Touche, whose favor determination shall be consistent with the provisions of this Agreement and shall be final and conclusive. The disputed amount shall be payable by the parties owing such original error amount within three (3) Business Days following resolution or omission was made shall refund such difference to determination of the other Party promptly after the original error or omission is discovered. To the extent permitted under Applicable Law, Purchaser shall give Seller access to Purchaser’s books and records dispute with interest from and after the Closing Date for at the purpose of making Prime Rate. Any Adjustment Amount owing under the adjustments contemplated by this Section 11.1. This Section 11.1 Settlement Statement not paid within the applicable time period set forth above shall survive bear interest at the ClosingDefault Interest Rate from the date such Adjustment Amount became due until paid.

Settlement Statement. No later than three (3) Business Days prior to Closing, Seller shall prepare a first draft proration worksheet setting forth its determination of On or before the adjustments and Prorations to the Purchase Price, and promptly thereafter, Seller and Purchaser through their respective employees, agents or representatives, jointly shall refine and revise such proration worksheet and shall make such examinations, audits and inventories of the Hotel as may be necessary to finalize the adjustments and Prorations to the Purchase Price as set forth in Sections 10.1 and 10.2 or any other provisions of this Agreement (including provisions related to the Existing Loan Amount). Based upon such examinations, audits and inventories, Seller and Purchaser jointly shall prepare prior to Closing a settlement statement (the “Settlement Statement”), which shall set forth Seller’s and Purchaser’s best estimate of the amounts of the items to be adjusted and prorated under this Agreement. The Settlement Statement shall be approved and executed by Seller and Purchaser, and shall be binding and conclusive on Seller and Purchaser with respect to the items set forth in the Settlement Statement, provided that, if, at any time within ninety (90) date that is 150 days after the Closing Date, either Buyer shall prepare and deliver to Seller or Purchaser discovers any items a statement (the "Settlement Statement") which should have been included in shall show the calculation of the Settlement Statement but were omitted therefrom or items which were incorrectly adjustments to the adjusted or prorated thereinPurchase Price in accordance with Section 3.2, or has obtained accurate amounts for items that were prorated, allocated or adjusted based upon estimatesthe best information then available. To the extent reasonably required by Buyer, such items Seller shall be adjusted and prorated assist in the same manner as if their existence or such error or accurate amount had been known at the time of the preparation of the Settlement Statement. Buyer will give (and cause the Company to give) personnel, accountants and representatives of Seller reasonable access to the Assets and Buyer's and the Company's premises and to Buyer's and the Company's respective books and records for purposes of auditing the Settlement Statement and will cause appropriate personnel of Buyer and the Company to assist Seller and Seller's personnel, accountants and representatives in the audit of the Settlement Statement. Seller shall provide to Buyer such data and information in Seller's possession as Buyer may reasonably request supporting the amounts to be reflected in the Settlement Statement in order to permit Buyer to prepare the Settlement Statement. The Settlement Statement shall become final and binding upon the parties on the date that is 30 days following receipt of the Settlement Statement by Seller (the "Final Settlement Date"), except to the extent that Seller gives written notice of its disagreement ("Notice of Disagreement") to Buyer prior to such date. Any Notice of Disagreement must specify in detail the dollar amount, nature and basis of any disagreement so asserted. If a Notice of Disagreement is received by Buyer in a timely manner as aforesaid, then the Settlement Statement (as revised in accordance with subsection (b) below) shall become final and binding upon the parties on, and the Party Final Settlement Date shall be, the earlier of (i) the date upon which Seller and Buyer agree in whose favor such original error writing on all matters specified in all Notices of Disagreement or omission was made (ii) the date when decisions have been rendered by the arbitration panel on all matters to be determined by the arbitration panel pursuant Section 3.4(b). Any Deferred Adjustment Claims, however, shall refund such difference be resolved pursuant to the other Party promptly after the original error Section 11.3 and shall not be resolved or omission is discovered. To the extent permitted under Applicable Law, Purchaser shall give Seller access submitted to Purchaser’s books and records from and after the Closing Date for the purpose of making the adjustments contemplated by arbitration pursuant to this Section 11.1. This Section 11.1 shall survive the Closing3.4.

Settlement Statement. No later than three (3) the Business Days Day prior to Closing, Seller shall prepare a first draft proration worksheet setting forth its determination of the adjustments and Prorations to the Purchase Price, and promptly thereafter, Seller Facilitator and Purchaser through their respective employees, agents or representatives, jointly shall refine and revise such proration worksheet and shall make such examinations, examinations and audits and inventories of the Hotel Hotels as may be necessary to finalize make the adjustments and Prorations to the Purchase Price as set forth in Sections Section 10.1 and 10.2 or any other provisions of this Agreement (including provisions related to the Existing Loan Amount)Agreement. Based upon such examinationsexaminations and audits, audits and inventories, Seller Facilitator and Purchaser jointly shall prepare prior to Closing a settlement statement (the “Settlement Statement”), which shall set forth SellerFacilitator’s and Purchaser’s best estimate of the amounts of the items to be adjusted and prorated under this Agreement. The Settlement Statement shall be approved and executed by Seller Facilitator and Purchaser, and shall be binding and conclusive on Seller Facilitator and Purchaser with respect to the items set forth in the Settlement Statement, provided that, if, at Purchaser. At any time within ninety (90) days after the Closing Date, either Seller or each of Facilitator and Purchaser discovers may, by notice delivered to the other (provided that each party shall be limited to not more than one such notice), advise the other party hereto that it has discovered any items which should have been included in the Settlement Statement but were omitted therefrom or items which were incorrectly adjusted or prorated therein, or that it has obtained accurate amounts for items that were prorated, allocated or adjusted based upon estimates. Such notice shall itemize and quantify the items for reproration. Provided such claim for reproration is well-founded, such items shall be adjusted and prorated in the same manner as if their existence or such error or accurate amount had been known at the time of the preparation of the Settlement Statement, and the . The Party in whose favor owing a net amount as a result of such original error or omission was made reproration shall refund pay such difference amount to the other Party promptly after the original error or omission is discoveredreproration. To the extent permitted under Applicable Law, Purchaser shall give Seller Facilitator access to Purchaser’s books and records from and after the Closing Date for the purpose of making the adjustments contemplated by this Section 11.1. This Section 11.1 shall survive the Closing.

Settlement Statement. No later than three (3) Business Days On the day prior to Closing, Seller shall prepare a first draft proration worksheet setting forth its determination of the adjustments and Prorations to the Purchase PricePurchaser, and promptly thereafter, Seller and Purchaser through their respective employees, agents or representatives, jointly shall refine and revise such proration worksheet and shall make such examinations, audits and inventories of the Hotel as may be necessary to finalize make the adjustments and Prorations to the Purchase Price as set forth in Sections 10.1 and 10.2 or any other provisions of this Agreement (including provisions related to the Existing Loan Amount)Agreement. Based upon such examinations, audits and inventories, Seller and Purchaser jointly shall prepare prior to Closing a settlement statement (the “Settlement Statement”), which shall set forth Seller’s and Purchaser’s best estimate of the amounts of the items to be adjusted and prorated under this Agreement. The Settlement Statement shall be approved and executed by Seller and PurchaserPurchaser at Closing, and shall be binding and conclusive on Seller and Purchaser with respect to the items set forth in the Settlement Statement, provided that, if. If, at any time within ninety (90) days after the Closing Date, either Seller or Purchaser discovers any items which should have been included in the Settlement Statement but were omitted therefrom or items which were incorrectly adjusted or prorated therein, or has obtained accurate amounts for items that were prorated, allocated or adjusted based upon estimates, such items shall be adjusted and prorated in the same manner as if their existence or such error or accurate amount had been known at the time of the preparation of the Settlement Statement, and the Party in whose favor such original error or omission was made shall refund such difference to the other Party promptly after the original error or omission is discovered. To the extent permitted under Applicable Law, Purchaser shall give Seller access to Purchaser’s books and records from and after the Closing Date for the purpose of making the adjustments contemplated by this Section 11.1. This Section 11.1 shall survive the Closing.

Settlement Statement. No later than three (3) Business Days On the day prior to the Closing, Seller shall prepare a first draft proration worksheet setting forth its determination of the adjustments and Prorations to the Purchase PricePurchaser, and promptly thereafter, Seller and Purchaser through their respective employees, agents or representatives, jointly shall refine and revise such proration worksheet and shall make such examinations, audits and inventories of the Hotel as may be necessary to finalize make the adjustments and Prorations to the Purchase Price as set forth in Sections 10.1 and 10.2 or any other provisions of this Agreement (including provisions related to the Existing Loan Amount)Agreement. Based upon such examinations, audits and inventories, Seller and Purchaser shall jointly shall prepare prior to the Closing a combined settlement statement (the “Settlement Statement”), which shall set a) setting forth Seller’s and Purchaser’s best estimate of the amounts of the items to be adjusted and prorated under this AgreementAgreement and (b) disclosing all payments to be made to third parties out of the Closing Escrow (the “Settlement Statement”). The Settlement Statement shall be approved and executed by Seller and Purchaser, and shall be binding and conclusive on Seller and Purchaser with respect to the items set forth in the Settlement Statement, provided that, if. If, at any time within ninety (90) days after the Closing Date, either Seller or Purchaser discovers any items which should have been included in the Settlement Statement but were omitted therefrom or therefrom, items which were incorrectly adjusted or prorated therein, or has obtained accurate amounts for items matters that were prorated, allocated or adjusted based upon estimatesincapable of proration as of the Closing, such items shall be adjusted and prorated in the same manner as if their existence or such error or accurate amount had been known at the time of the preparation of the Settlement Statement, and the Party in whose favor such original error or omission was made shall refund such difference to the other Party promptly after the original error or omission is discovered. To the extent permitted under Applicable Law, Purchaser shall give Seller access to Purchaser’s books and records from and after the Closing Date for the purpose of making the adjustments contemplated by this Section 11.1. This Section 11.1 shall survive the Closing.