Common use of Balance Sheets Clause in Contracts

Balance Sheets. (a) Attached as Schedule 5.6 of the CTF Agreement is the consolidating unaudited balance sheet of each Target and its Subsidiaries as at December 31, 2004 (the “Balance Sheet”). With respect to such Target, the Balance Sheet constitutes a compilation prepared by the CTF Selling Entities of (i) the assets and liabilities of each Hotel owned or leased by such Target excluding the CTF Level Data (the “Hotel Level Data”); and (ii) the other assets and liabilities, if any, of the Target which either (A) are unrelated to the Hotel or (B) have historically not been accounted for as Hotel Level Data and (C) adjustments made by CTF to the Hotel Level Data (the “CTF Level Data”). The Hotel Level Data is maintained by and has been extracted from the financial information supplied by Marriott under the Marriott/CTF Hotel Management Agreements. The CTF Level Data has been compiled from the books and records of each Target maintained by the CTF Selling Entities. The Balance Sheet fairly presents the financial condition of the Target (and its consolidated Subsidiaries as appropriate) as at December 31, 2004 in all material respects in accordance with GAAP, except for any deferred income tax asset or liability and any explanatory footnotes required under GAAP and except to the extent that any Hotel Level Data is not complete and accurate. (b) There are no liabilities or obligations of any nature (whether known or unknown, absolute, contingent, or otherwise) of any Target (excluding any (i) deferred tax liabilities resulting from an accounting convention to reflect timing differences between book and tax accounting, (ii) liabilities in respect of Sales, Use & Occupancy Tax Audit Liabilities, and (iii) liabilities in respect of employee claims arising out of any Employment Practices Liabilities (clauses (i)-(iii), collectively being the “Excluded Liabilities” except for liabilities or obligations reflected on or reserved against in the Balance Sheet with respect to such Target and except to the extent that the Hotel Level Data is not complete and accurate. Since the date of the Balance Sheet through the Closing Date, the CTF Selling Entities have not caused and will not permit any Target to suffer or incur any liability except for liabilities (A) pursuant to Contracts which are not Material Contracts; (B) pursuant to executory Material Contracts disclosed on Schedule 5.10 of the CTF Agreement; (C) for capital expenditures provided under Section 2.6 of the CTF Agreement; (D) pursuant to any Lease; (E) that are Intercompany Debt or (F) that are included within Working Capital for such Target as defined in the CTF Agreement; or (G) that constitute Excluded Liabilities. (c) Except as set forth on Schedule 7.12 of the CTF Agreement, no Target is the guarantor of the obligations of a third party. No Target has contractually indemnified any third party, except in respect of liabilities directly related to the operations of a Target’s Hotel. (d) Except as set forth on Schedule 2.4 of the CTF Agreement, as of the date of this Agreement, no Target has any Debt. (e) The CTF Level Data accounting records are maintained by and are in the possession of the CTF Selling Entities.

Balance Sheets. (a) Attached as Schedule 5.6 of the CTF Agreement is the consolidating unaudited balance sheet of each Target and its Subsidiaries as at December 31, 2004 (the “Balance Sheet”). With respect to such Target, the Balance Sheet constitutes a compilation prepared by the CTF Selling Entities Seller of (i) the assets and liabilities of each Hotel owned or leased by such Target (excluding the CTF Seller Level Data Data) (the “Hotel Level Data”); ) and (ii) the other assets and liabilities, if any, of the Target which either (A) are unrelated to the Hotel or (B) have historically not been accounted for as Hotel Level Data and (C) adjustments made by CTF the Seller to the Hotel Level Data (the “CTF Seller Level Data”). The Hotel Level Data is maintained by and has been extracted from the financial information supplied by Marriott the Buyer under the Marriott/CTF Hotel Management Agreements. The CTF Seller Level Data has been compiled from the books and records of each Target maintained by the CTF Selling EntitiesSeller. The Balance Sheet fairly presents the financial condition of the Target (and its consolidated Subsidiaries Subsidiaries, as appropriate) as at December 31, 2004 in all material respects in accordance with GAAP, except for any deferred income tax asset or liability and any explanatory footnotes required under GAAP and except to the extent that any Hotel Level Data is not complete and accurate. (b) There are no liabilities or obligations of any nature (whether known or unknown, absolute, contingent, or otherwise) of any Target (excluding any (i) any deferred tax liabilities resulting from an accounting convention to reflect timing differences between book and tax accounting, (ii) liabilities in respect of Sales, Use & Occupancy Tax Audit Liabilities, and (iii) liabilities in respect of employee claims arising out of any Employment Practices Liabilities and (iv) liabilities in respect of the Dutch Pension Plan (clauses (i)-(iiii) – (iv), collectively being the “Excluded Liabilities” ”)), except for liabilities or obligations reflected on or reserved against in the Balance Sheet with respect to such Target and except to the extent that the Hotel Level Data is not complete and accurate. Since the date of the Balance Sheet through to the Closing Date, the CTF Selling Entities have Seller has not caused and will not permit any Target to suffer or incur any liability except for liabilities (Ai) pursuant to Contracts which are not Material Contracts; (Bii) pursuant to executory Material Contracts disclosed on Schedule 5.10 of the CTF Agreement5.10; (Ciii) for capital expenditures provided under Section 2.6 of the CTF Agreement2.6; (Div) pursuant to any Lease; (Ev) that are Intercompany Debt or Debt, (Fvi) that are included within Working Capital for such Target as defined in the CTF Agreement; or (Gvii) that constitute Excluded Liabilities. (c) Except as set forth on Schedule 7.12 of the CTF Agreement7.12, no Target is the guarantor of the obligations of a third party. No Target has contractually indemnified any third party, party except in respect of liabilities directly related to the operations of a Target’s Hotel. (d) Except as set forth on Schedule 2.4 of the CTF Agreement, as of the date of this Agreement, no Target has any Debt. (e) The CTF Seller Level Data accounting records are maintained by and are in the possession of the CTF Selling EntitiesSeller. (f) The Seller shall provide the Buyer a Balance Sheet for any Target in respect of an Alternate Target Sale upon such election by the Buyer and shall provide balance sheets (in the form required for the Balance Sheets) for the Buyer’s review of such potential Targets within five Business Days of the Buyer’s request.

Balance Sheets. (a) Attached as Schedule 5.6 On the Closing Date, Seller will deliver to Buyer estimated balance sheets of the CTF Agreement is Company and ILIC as of the consolidating unaudited balance sheet of each Target and its Subsidiaries as at December 31, 2004 Business Day immediately preceding the Closing Date (the “"Closing Balance Sheet”Sheets"). With respect to such Target, together with a calculation in reasonable detail of the Statutory Capital of the Company and ILIC as of the date of the Closing Balance Sheet constitutes Sheets and a compilation prepared by certification of the CTF Selling Entities chief financial officer of Seller that (i) the assets Closing Balance Sheets were prepared from and liabilities of each Hotel owned or leased by such Target excluding in accordance with the CTF Level Data (the “Hotel Level Data”); Books and Records and in accordance with SAP and (ii) the other assets general account reserves and liabilities, if any, of the Target which either separate account liabilities set forth therein (A) are unrelated to the Hotel or were determined in accordance with generally accepted actuarial standards consistently applied, (B) have historically not been accounted for as Hotel Level Data and were fairly stated in accordance with sound actuarial principles, (C) adjustments made by CTF to the Hotel Level Data (the “CTF Level Data”). The Hotel Level Data is maintained by and has been extracted from the financial information supplied by Marriott under the Marriott/CTF Hotel Management Agreements. The CTF Level Data has been compiled from the books and records of each Target maintained by the CTF Selling Entities. The Balance Sheet fairly presents the financial condition were based on actuarial assumptions that were appropriate for obligations of the Target Company and ILIC, respectively, and (D) met the requirements of SAP. Such certification shall also set forth Seller's calculation of the Statutory Capital of the Company and its consolidated Subsidiaries ILIC as appropriate) as at December 31, 2004 in all material respects of the date of the Closing Balance Sheets and shall certify that such calculation was made in accordance with GAAP, except for any deferred income tax asset or liability and any explanatory footnotes required under GAAP and except to the extent that any Hotel Level Data is not complete and accuratedefinition of Statutory Capital set forth in Section 1.1. (b) There are no liabilities Seller shall, on or obligations before the date that is 45 days after the Closing Date, prepare proposed balance sheets of any nature the Company and ILIC as of the Business Day immediately preceding the Closing Date (whether known or unknown, absolute, contingent, or otherwise) of any Target (excluding any (i) deferred tax liabilities resulting from an accounting convention to reflect timing differences between book and tax accounting, (ii) liabilities in respect of Sales, Use & Occupancy Tax Audit Liabilities, and (iii) liabilities in respect of employee claims arising out of any Employment Practices Liabilities (clauses (i)-(iiithe "Proposed Balance Sheets"), collectively being the “Excluded Liabilities” except for liabilities or obligations reflected on or reserved against in the same format as the Closing Balance Sheet Sheets, together with respect to such Target a calculation in reasonable detail of the Statutory Capital of the Company and except to the extent that the Hotel Level Data is not complete and accurate. Since ILIC as of the date of the Proposed Balance Sheet through Sheets and a certification of the chief financial officer of Seller to the same effect with respect to the Proposed Balance Sheets and the Statutory Capital of the Company and ILIC as the certification provided by such officer with respect to the Closing Balance Sheets and the Statutory Capital of the Company and ILIC pursuant to Section 2.5(a). Buyer agrees that Seller and its accountants may have access to the Books and Records (including accounting records) for purposes of preparing the Proposed Balance Sheets and calculating the Statutory Capital of the Company and ILIC as of the Business Day immediately preceding the Closing Date. Promptly after their preparation, the CTF Selling Entities have not caused and will not permit any Target to suffer or incur any liability except for liabilities (A) pursuant to Contracts which are not Material Contracts; (B) pursuant to executory Material Contracts disclosed on Schedule 5.10 Seller shall deliver copies of the CTF Agreement; (C) for capital expenditures provided under Section 2.6 Proposed Balance Sheets and calculation of the CTF Agreement; (D) pursuant Statutory Capital of the Company and ILIC to any Lease; (E) Buyer. Buyer shall have the right to review such balance sheets and calculation of the Statutory Capital of the Company and ILIC and comment thereon for a period of 45 days after receipt thereof. Seller agrees that Buyer and its accountants may have access to the accounting records of Seller relating to its preparation of the Proposed Balance Sheets and calculation of the Statutory Capital of the Company and ILIC for the purpose of conducting their review. Any changes in the Proposed Balance Sheets or calculation of the Statutory Capital of the Company and ILIC that are Intercompany Debt agreed to by Buyer and Seller within 45 days of the aforementioned delivery of such balance sheets by Seller shall be incorporated into final balance sheets of the Companies as of the Business Day immediately preceding the Closing Date (the "Final Balance Sheets") and a final calculation of the Statutory Capital of the Company and ILIC as of the date of the Final Balance Sheets. In the event that Buyer and Seller are unable to agree on the manner in which any item or (F) that are included within Working Capital for such Target as defined items should be treated in the CTF Agreementpreparation of the Final Balance Sheets or calculation of the Statutory Capital of the Company and ILIC within such 45-day period, separate written reports of such item or items shall be made in concise form and shall be referred to Arthur Anderson LLP (the "Third Party Accountant"). The Third Part▇ ▇▇▇▇u▇▇▇▇▇ ▇▇all determine within 14 days the manner in which such item or items shall be treated on the Final Balance Sheets or calculation of the Statutory Capital of the Company and ILIC, as the case may be; or (G) provided, however, that constitute Excluded Liabilitiesthe dollar amount of each item in dispute shall be determined between the range of dollar amounts proposed by Seller and Buyer, respectively. The determinations by the Third Party Accountant as to the items in dispute shall be in writing and shall be binding and conclusive on Seller and Buyer and shall be so reflected in the Final Balance Sheets and the calculation of the Statutory Capital of the Company and ILIC. The fees, costs and expenses of retaining the Third Party Accountant shall be allocated by the Third Party Accountant between Seller and Buyer, in accordance with the Third Party Accountant's judgment as to the relative merits of Seller's and Buyer's proposals in respect of the disputed items. Such determination shall be binding and conclusive on Seller and Buyer. Following the resolution of all disputed items, Seller shall prepare the Final Balance Sheets and calculation of the Statutory Capital of the Company and ILIC and shall deliver copies of such balance sheets and such calculation to Buyer. (c) Except as set forth on Schedule 7.12 In the event the aggregate amount of the CTF Agreement, no Target is the guarantor Statutory Capital of the obligations Company and ILIC reflected on the Closing Balance Sheets is less than the amount of a third party. No Target has contractually indemnified any third partythe Statutory Capital of the Company and ILIC reflected on the Final Balance Sheets, except Buyer shall transfer to Seller additional cash in respect the amount of liabilities directly related such difference, together with interest thereon from and including the Closing Date to but not including the date of such transfer computed at an annual rate equal to the operations of a Target’s Hotel. (d) Except as set forth 90-day Treasury rate in effect on Schedule 2.4 the Closing Date. In the event the aggregate amount of the CTF AgreementStatutory Capital of the Company and ILIC reflected on the Closing Balance Sheets is more than the amount of the Statutory Capital of the Company and ILIC reflected on the Final Balance Sheets, Seller shall transfer to Buyer cash in the amount of such difference, together with interest thereon computed at the annual rate as specified above from and including the Closing Date to but not including the date of such transfer. Any transfer of cash required under this Section 2.5(c) shall be made within ten Business Days of the date of this Agreement, no Target has any Debt. (e) The CTF Level Data accounting records are maintained by and are in the possession delivery of the CTF Selling EntitiesFinal Balance Sheets and calculation of the Statutory Capital of the Company and ILIC to Buyer.

Balance Sheets. (a) Attached as Schedule 5.6 of the CTF Agreement is the consolidating unaudited balance sheet of each Target and its Subsidiaries as at December 31, 2004 (the “Balance Sheet”). With respect to such Target, the Balance Sheet constitutes a compilation prepared by the CTF Selling Entities of (i) the assets and liabilities of each Hotel owned or leased by such Target (excluding the CTF Level Data Data) (the “Hotel Level Data”); and (ii) the other assets and liabilities, if any, of the Target which either (A) are unrelated to the Hotel or (B) have historically not been accounted for as Hotel Level Data and (C) adjustments made by CTF to the Hotel Level Data (the “CTF Level Data”). The Hotel Level Data is maintained by and has been extracted from the financial information supplied by Marriott under the Marriott/CTF Hotel Management Agreements. The CTF Level Data has been compiled from the books and records of each Target maintained by the CTF Selling Entities. The Balance Sheet fairly presents the financial condition of the Target (and its consolidated Subsidiaries as appropriate) as at December 31, 2004 in all material respects in accordance with GAAP, except for any deferred income tax asset or liability and any explanatory footnotes required under GAAP and except to the extent that any Hotel Level Data is not complete and accurate. (b) There are no liabilities or obligations of any nature (whether known or unknown, absolute, contingent, or otherwise) of any Target (excluding any (i) any deferred tax liabilities resulting from an accounting convention to reflect timing differences between book and tax accounting, (ii) liabilities in respect of Sales, Use & Occupancy Tax Audit Liabilities, and (iii) liabilities in respect of employee claims arising out of any Employment Practices Liabilities (clauses (i)-(iii), collectively being the “Excluded Liabilities” ”)), except for liabilities or obligations reflected on or reserved against in the Balance Sheet with respect to such Target and except to the extent that the Hotel Level Data is not complete and accurate. Since the date of the Balance Sheet through the Closing Date, the CTF Selling Entities have has not caused and will not permit any Target to suffer or incur any liability except for liabilities (A) pursuant to Contracts which are not Material Contracts; (B) pursuant to executory Material Contracts disclosed on Schedule 5.10 of the CTF Agreement; (C) for capital expenditures provided under Section 2.6 of the CTF Agreement; (D) pursuant to any Lease; (E) that are Intercompany Debt or Debt; (F) that are included within Working Capital for such Target as defined in the CTF AgreementTarget; or (G) that constitute Excluded Liabilities. (c) Except as set forth on Schedule 7.12 of the CTF Agreement, no Target is the guarantor of the obligations of a third party. No Target has contractually indemnified any third party, except in respect of liabilities directly related to the operations of a Target’s Hotel. (d) Except as set forth on Schedule 2.4 of the CTF Agreement, as of the date of this Agreement, no Target has any Debt. (e) The CTF Level Data accounting records are maintained by and are in the possession of the CTF Selling Entities.