Common use of Closing Statements Clause in Contracts

Closing Statements. Seller shall prepare and deliver to Buyer on the Closing Date a preliminary closing statement (a “Preliminary Closing Statement”) as of the Closing Date, which shall show the net amount due either to Seller or Buyer based on items for which a specific credit or debit is provided in this Agreement, which statement shall be in form and substance acceptable to Buyer. Such net amount shall be added to or subtracted from the payment of the cash balance of the Purchase Price to be paid to Seller pursuant to Section 3 on the Closing Date. Within sixty (60) days after the Closing Date, Buyer shall deliver a final closing statement (a “Final Closing Statement”) to Seller setting forth the final determination of all items to be included in the Closing Statements. To the extent that amounts are determined to be owing by Seller to Buyer or by Buyer to Seller which are not disputed, such amounts shall be settled in cash between Buyer and Seller. Should Buyer and Seller disagree on the amount due either Buyer or Seller as reflected in the Preliminary Closing Statement, or the Final Closing Statement, any such dispute where less than $50,000 is in dispute shall be resolved by Buyer’s and Seller’s accountants (whose mutual decisions shall be final and binding on each of Buyer and Seller); provided, however, that should such accountants be unable to resolve any dispute with respect to the Preliminary Closing Statement within ten (10) business days of the Closing Date or any dispute with respect to the Final Closing Statement within ten (10) business days following Seller’s receipt of the Final Closing Statement from Buyer, such disputes, as the case may be, shall be resolved by arbitration. In the event that Buyer’s and Seller’s accountants are the same accounting firm, Seller shall be allowed to appoint its own representative to represent Seller with respect to the dispute which representative shall be a nationally recognized public accounting firm. If at any time within ninety (90) days after the Closing Date either Buyer or Seller discovers items that should have been included in the Closing Statements but were omitted therefrom, then such items shall be adjusted in the same manner as if their existence had been known at the time of the preparation of the Closing Statements, and any payment owing as a result thereof shall be made as provided above in this Section 13.

Closing Statements. (A) The Seller Parties shall prepare in good faith and deliver to Buyer Purchaser for its review and comment, a statement of estimated Proration Items and other credits and adjustments to the Unadjusted Purchase Price hereunder on a Property by Property basis, together with all relevant supporting documentation, to be submitted to Purchaser no less than five (5) Business Days before the Initial Closing Date a preliminary closing statement (a the “Preliminary Estimated Initial Closing Statement”). In the event that the Seller Parties and Purchaser agree to revisions to the Estimated Initial Closing Statement, the Seller Parties shall deliver their revised, if applicable, statement of estimated Proration Items and other credits and adjustments to the Unadjusted Purchase Price to Purchaser no less than two (2) as of Business Days before the Initial Closing DateDate (the Estimated Initial Closing Statement or the revised statement, which shall show if any, the “Initial Closing Statement”). The Proration Items and other credits and adjustments reflected in the Initial Closing Statement will be paid at the Initial Closing by Purchaser to the Seller Parties (if the Proration Items, credits and adjustments result in a net amount due either credit to the Seller Parties) or Buyer based on items for which by the Seller Parties to Purchaser (if the Proration Items, credits and adjustments pursuant to this Section 1.4 result in a specific net credit to Purchaser) by increasing or debit is provided reducing the cash to be delivered by Purchaser in this Agreement, which statement shall be in form and substance acceptable to Buyer. Such net amount shall be added to or subtracted from the payment of the cash balance of the Estimated Initial Purchase Price to be paid to Seller pursuant to Section 3 on at the Initial Closing. As soon as practicable following the Initial Closing Date. Within and, in any event, not later than sixty (60) days after the Closing, the Seller Parties shall prepare in good faith and deliver to Purchaser for its approval, which approval shall not be unreasonably withheld, delayed or conditioned, an update to the Initial Closing DateStatement (as approved by Purchaser, Buyer shall deliver a final closing statement (a the “Final Adjusted Initial Closing Statement”) which update will reflect the Seller Parties calculation of Proration Items and other credits and adjustments pursuant to Seller setting forth this Section 1.4 as of the final determination Initial Closing Date based on the information available as of all items to the preparation date. Re-prorations will be included in made after the Initial Closing Statements. To the extent that when actual amounts are determined only where expressly provided in this Section 1.4. (B) If applicable, the Seller Parties shall prepare in good faith and deliver to Purchaser for its review and comment, a statement of estimated Proration Items and other credits and adjustments to the Deferred Purchase Price hereunder on a Property by Property basis, together with all relevant supporting documentation, to be owing by Seller submitted to Buyer or by Buyer to Seller which are not disputed, such amounts shall be settled in cash between Buyer and Seller. Should Buyer and Seller disagree on Purchaser no less than five (5) Business Days before the amount due either Buyer or Seller as reflected in Deferred Closing Date (the Preliminary “Estimated Deferred Closing Statement, or the Final Closing Statement, any such dispute where less than $50,000 is in dispute shall be resolved by Buyer’s and Seller’s accountants (whose mutual decisions shall be final and binding on each of Buyer and Seller”); provided, however, that should such accountants be unable to resolve any dispute with respect to the Preliminary Closing Statement within ten (10) business days of the Closing Date or any dispute with respect to the Final Closing Statement within ten (10) business days following Seller’s receipt of the Final Closing Statement from Buyer, such disputes, as the case may be, shall be resolved by arbitration. In the event that Buyer’s Seller Parties and Seller’s accountants are the same accounting firm, Seller shall be allowed Purchaser agree to appoint its own representative to represent Seller with respect revisions to the dispute which representative Estimated Deferred Closing Statement, the Seller Parties shall deliver their revised, if applicable, statement of estimated Proration Items and other credits and adjustments to the Deferred Purchase Price to Purchaser no less than two (2) Business Days before the Deferred Closing Date (the Estimated Deferred Closing Statement or the revised statement, if any, the “Deferred Closing Statement”). The Proration Items and other credits and adjustments reflected in the Deferred Closing Statement will be paid at the Deferred Closing by Purchaser to the Seller Parties (if the Proration Items, credits and adjustments result in a nationally recognized public accounting firmnet credit to the Seller Parties) or by the Seller Parties to Purchaser (if the Proration Items, credits and adjustments pursuant to this Section 1.4 result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Estimated Deferred Purchase Price at the Deferred Closing. If at As soon as practicable following the Deferred Closing and, in any time within ninety event, not later than sixty (9060) days after the Deferred Closing, the Seller Parties shall prepare in good faith and deliver to Purchaser for its approval, which approval shall not be unreasonably withheld, delayed or conditioned, an update to the Deferred Closing Statement (as approved by Purchaser, the “Adjusted Deferred Closing Statement”) which update will reflect the Seller Parties calculation of Proration Items and other credits and adjustments pursuant to this Section 1.4 as of the Deferred Closing Date either Buyer or Seller discovers items that should have been included in based on the Closing Statements but were omitted therefrom, then such items shall be adjusted in the same manner information available as if their existence had been known at the time of the preparation of the Closing Statements, and any payment owing as a result thereof shall date. Re-prorations will be made as after the Deferred Closing when actual amounts are determined only where expressly provided above in this Section 131.4.

Closing Statements. Seller For purposes of identifying any estimated shortfall in the Net Working Capital pursuant to Section 1.3, the initial calculation shall prepare and deliver to Buyer be estimated by the Parties in good faith at Closing based on the most current interim financial statements included in the Company Financial Statements (as hereinafter defined) with provisional adjustments as shall be mutually agreed upon at Closing Date a preliminary closing statement (a and such estimate shall be called the “Preliminary Closing Statement”) as of the Closing Date, which shall show the net amount due either to Seller or Buyer based on items for which a specific credit or debit is provided in this Agreement, which statement shall be in form and substance acceptable to Buyer. Such net amount shall be added to or subtracted from the payment of the cash balance of the Purchase Price to be paid to Seller pursuant to Section 3 on the Closing Date. Within sixty .” No later than forty-five (6045) days after Closing, HRD and the Closing Date, Buyer Shareholder shall deliver a final closing statement (a prepare the “Final Closing Statement”) to Seller setting forth ” reflecting the final determination of all items Net Working Capital as of Closing, determined in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied with prior periods. If such Final Closing Statement reflects Net Working Capital at Closing pursuant to be included in the Closing Statements. To the extent that amounts are determined to be owing by Seller to Buyer or by Buyer to Seller which are not disputed, such amounts shall be settled in cash between Buyer and Seller. Should Buyer and Seller disagree on Section 1.3 was less than the amount due either Buyer or Seller as reflected in estimated at Closing on the Preliminary Closing Statement, the Shareholder shall refund the amount of such shortfall to HRD on or before the tenth (10th) business day after the Final Closing Statement is agreed upon by HRD and the Shareholder. If the Final Closing Statement indicates that Net Working Capital at Closing was in excess of the amount estimated on the Preliminary Closing Statement, HRD shall pay any such dispute where less than $50,000 is in dispute excess to the Shareholder within said ten business (10) day period. If HRD and the Shareholder are unable to agree on the Final Closing Statement within thirty (30) days after the Closing, they shall be resolved by Buyer’s appoint the firm of Dye CPAs and Seller’s accountants Advisors (whose mutual decisions the “Accountants”) to make such determination, which determination shall be final and binding on upon HRD and the Shareholder the purposes of this Agreement. HRD and the Shareholder shall each of Buyer and Seller); provided, however, that should such accountants be unable to resolve any dispute with respect to pay one-half the Preliminary Closing Statement within ten (10) business days cost of the Closing Date or any dispute with respect to the Final Closing Statement within ten (10) business days following Seller’s receipt of the Final Closing Statement from Buyer, such disputes, as the case may be, shall be resolved by arbitration. In the event that Buyer’s and Seller’s accountants are the same accounting firm, Seller shall be allowed to appoint its own representative to represent Seller with respect to the dispute which representative shall be a nationally recognized public accounting firm. If at any time within ninety (90) days after the Closing Date either Buyer or Seller discovers items that should have been included in the Closing Statements but were omitted therefrom, then such items shall be adjusted in the same manner as if their existence had been known at the time of the preparation of the Closing Statements, and any payment owing as a result thereof shall be made as provided above in this Section 13Accountants.

Closing Statements. Seller shall prepare and deliver (i) At least two business days prior to Buyer on the Closing Date Date, the Company will prepare in good faith, in accordance with GAAP (except with respect to Transaction Expenses) and in a preliminary manner consistent with the Annual Financial Statements, an estimated closing statement (a the “Preliminary Estimated Closing Statement”) ), reflecting the Company’s Adjustment Indebtedness and Working Capital as of the Closing Date, which with reasonable detail supporting the calculation thereof. Such Estimated Closing Statement will be accompanied by a certificate from an officer of the Company certifying to its accuracy. Payments of the Closing Consideration shall show the net amount due either to Seller or Buyer be based on items for which a specific credit or debit is provided in this Agreement, which statement shall be in form and substance acceptable to Buyer. Such net amount shall be added to or subtracted from the payment of the cash balance of the Purchase Price to be paid to Seller pursuant to Section 3 on the Estimated Closing Date. Statement. (ii) Within sixty (60) 90 days after the Closing DateClosing, Buyer shall will prepare and deliver to the Stockholders’ Representative, in accordance with GAAP (except with respect to Transaction Expenses) and in a manner consistent with the Annual Financial Statements, as applied by the Company on a consistent basis, a final closing statement of the Company as of the Closing Date (a the “Final Closing Statement”), reflecting the Company’s Adjustment Indebtedness and Working Capital, with reasonable detail supporting the calculation thereof. (iii) to Seller setting forth the final determination After receipt of all items to be included in the Closing Statements. To the extent that amounts are determined to be owing by Seller to Buyer or by Buyer to Seller which are not disputed, such amounts shall be settled in cash between Buyer and Seller. Should Buyer and Seller disagree on the amount due either Buyer or Seller as reflected in the Preliminary Closing Statement, or the Final Closing Statement, any such dispute where less than $50,000 is in dispute shall be resolved by Buyer’s and Seller’s accountants (whose mutual decisions shall be final and binding the Stockholders’ Representative will have 30 days to review it. Unless the Stockholders’ Representative delivers written notice to Buyer on each of Buyer and Seller); provided, however, that should such accountants be unable to resolve any dispute with respect or prior to the Preliminary Closing Statement within ten (10) business days of the Closing Date or any dispute with respect to the Final Closing Statement within ten (10) business days following Seller’s 30th day after receipt of the Final Closing Statement from Buyerspecifying in reasonable detail all disputed items on the Final Closing Statement and the basis therefor, the parties will be deemed to have accepted and agreed to the Final Closing Statement. If the Stockholders’ Representative so notifies Buyer of an objection to the Final Closing Statement, the parties will, within 30 days following the date of such disputesnotice (the “Resolution Period”) attempt to resolve their differences and any resolution by them as to any disputed amount will be final, binding, conclusive and nonappealable for all purposes under this Agreement. If at the conclusion of the Resolution Period the parties have not reached an agreement on the objections, then all amounts remaining in dispute may, at the election of either party, be submitted to a third party accountant mutually agreeable to, and jointly engaged by, the Stockholders’ Representative and Buyer (the “Neutral Accountant”). The Neutral Accountant will use its best efforts to reach a determination as promptly as possible and in no event later than 30 days after submission of the matter to the Neutral Accountant. All determinations of the Neutral Accountant relating to the Final Closing Statement, absent fraud, will be final and binding on the parties, and all expenses of the Neutral Accountant will be borne equally by Buyer and the Stockholders’ Representative (which in the case may beof expenses of the Stockholders’ Representative, and as provided in Section 8.2(a), shall be resolved offset against the Escrow Account). The Final Closing Statement, as agreed to by arbitration. In the event parties or as determined by the Neutral Accountant, will be the Final Closing Statement for all purposes of this Agreement. (iv) Following final determination of the Final Closing Statement pursuant to Section 2.6(d)(iii), (i) if the Merger Consideration calculated based on the Final Closing Statement is less than that Buyer’s and Seller’s accountants are calculated based on the same accounting firmEstimated Closing Statement, Seller shall be allowed to appoint its own representative to represent Seller with respect Buyer may seek reimbursement for such difference from the Escrow Account pursuant to the dispute which representative shall be a nationally recognized public accounting firm. If at any time within ninety (90) days after the Closing Date either Buyer or Seller discovers items that should have been included in the Closing Statements but were omitted therefrom, then such items shall be adjusted in the same manner as if their existence had been known at the time terms of the preparation of Escrow Agreement; and (ii) if the Merger Consideration calculated based on the Final Closing StatementsStatement is greater than that calculated based on the Estimated Closing Statement, and Buyer will pay to the Company Stockholders, in accordance instructions provided by the Stockholders’ Representative, an amount equal to such difference. The parties agree to treat any payment owing as a result thereof shall be made as provided above in pursuant to this Section 132.6(d)(iv) as an adjustment to the Merger Consideration for Tax purposes to the fullest extent permitted by applicable law.

Closing Statements. The Seller Parties shall prepare in good faith and deliver to Buyer Purchaser for its review and comment, a statement of estimated Proration Items and other credits and adjustments to the applicable Closing Consideration on the a Property by Property basis, together with all relevant supporting documentation, to be submitted to Purchaser no less than five (5) Business Days before each Closing Date a preliminary closing statement (a each, an “Preliminary Estimated Closing Statement”) as with respect to the Properties to be sold at such Closing. In the event that the Seller Parties and Purchaser agree to revisions to the Estimated Closing Statement, the Seller Parties shall deliver their revised, if applicable, statement of estimated Proration Items and other credits and adjustments to the applicable Closing Consideration to Purchaser no less than two (2) Business Days before each Closing Date (the Estimated Closing Statement or the revised statement, if any, the “Closing Statement”). The Proration Items and other credits and adjustments reflected in the applicable Closing Statement will be paid at the Closing by Purchaser to the Seller Parties (if the Proration Items, credits and adjustments pursuant to this Section 1.4 result in a net credit to the Seller Parties) or by the Seller Parties to Purchaser (if the Proration Items, credits and adjustments result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Closing DateConsideration at the Closing. As soon as practicable following each Closing and, which shall show the net amount due either to Seller or Buyer based on items for which a specific credit or debit is provided in this Agreementany event, which statement shall be in form and substance acceptable to Buyer. Such net amount shall be added to or subtracted from the payment of the cash balance of the Purchase Price to be paid to Seller pursuant to Section 3 on the Closing Date. Within not later than sixty (60) days after such Closing, the Seller Parties shall prepare in good faith and deliver to Purchaser for its approval, which approval shall not be unreasonably withheld, delayed or conditioned, an update to the applicable Closing DateStatement (each, Buyer shall deliver a final closing statement (a as approved by the Purchaser, an “Final Adjusted Closing Statement”) which update will reflect the Seller Parties’ calculation of the Proration Items and other credits and adjustments pursuant to Seller setting forth the final determination of all items to be included in the Closing Statements. To the extent that amounts are determined to be owing by Seller to Buyer or by Buyer to Seller which are not disputed, such amounts shall be settled in cash between Buyer and Seller. Should Buyer and Seller disagree on the amount due either Buyer or Seller this Section 1.5 as reflected in the Preliminary Closing Statement, or the Final Closing Statement, any such dispute where less than $50,000 is in dispute shall be resolved by Buyer’s and Seller’s accountants (whose mutual decisions shall be final and binding on each of Buyer and Seller); provided, however, that should such accountants be unable to resolve any dispute with respect to the Preliminary Closing Statement within ten (10) business days of the Closing Date or any dispute with respect to based on the Final Closing Statement within ten (10) business days following Seller’s receipt information available as of the Final Closing Statement from Buyer, such disputes, as the case may be, shall preparation date. Re-prorations will be resolved by arbitration. In the event that Buyer’s and Seller’s accountants are the same accounting firm, Seller shall be allowed to appoint its own representative to represent Seller with respect to the dispute which representative shall be a nationally recognized public accounting firm. If at any time within ninety (90) days made after the Closing Date either Buyer or Seller discovers items that should have been included in the Closing Statements but were omitted therefrom, then such items shall be adjusted in the same manner as if their existence had been known at the time of the preparation of the Closing Statements, and any payment owing as a result thereof shall be made as when actual amounts are determined only where expressly provided above in this Section 131.5.

Closing Statements. As promptly as practicable (and, in any ------------------ event, within 30 calendar days) following the Closing Date, Seller shall prepare and deliver to Buyer on Acquiror the Closing Statements. Acquiror shall have 20 calendar days following Acquiror's receipt of the Closing Statements to review the Closing Statements. During such 20-day period (the "Dispute Notice Period"), Acquiror may give notice (a "Dispute Notice") to Seller in the event that Acquiror determines in good faith that the Closing Statements were not prepared in accordance with this Agreement and, as a result, the Closing Inventory Statement misstates the Gross Book Value of the Inventory as of the Closing Date or the Closing Prepaid/Proration Statement misstates the Closing Date Prepaid Amount or the Closing Date Prorated Amount. If Acquiror fails to deliver a preliminary closing statement (Dispute Notice within the Dispute Notice Period, Acquiror shall be deemed to have irrevocably waived its right to deliver a “Preliminary Closing Statement”) Dispute Notice. If a Dispute Notice is delivered by Acquiror, Seller and Acquiror shall negotiate in good faith to agree upon the Gross Book Value of the Inventory as of the Closing Date, the Closing Date Prepaid Amount, the Closing Date Prorated Amount and the Final Purchase Price. If Seller and Acquiror fail to agree to such matters within 30 calendar days after the Dispute Notice is delivered to Seller, the Closing Statements and the Dispute Notice shall be submitted to the Independent Accounting Firm, which shall show then determine, in accordance with the net amount due either to Seller or Buyer based on items for which a specific credit or debit is provided in provisions of this Agreement, which statement shall be in form and substance acceptable to Buyer. Such net amount shall be added to or subtracted from the payment Gross Book Value of the cash balance Inventory as of the Purchase Price to be paid to Seller pursuant to Section 3 on the Closing Date. Within sixty (60) days after the Closing Date, Buyer shall deliver a final closing statement (a “the Closing Date Prepaid Amount, the Closing Date Prorated Amount and the Final Closing Statement”) to Seller setting forth the final Purchase Price. The determination of all items to the Independent Accounting Firm shall be included made as promptly as practicable (and, in any event, within 30 calendar days) following its receipt of the Closing Statements. To Statements and the extent that amounts are determined to be owing by Seller to Buyer or by Buyer to Seller which are not disputedDispute Notice, and such amounts shall be settled in cash between Buyer and Seller. Should Buyer and Seller disagree on the amount due either Buyer or Seller as reflected in the Preliminary Closing Statement, or the Final Closing Statement, any such dispute where less than $50,000 is in dispute shall be resolved by Buyer’s and Seller’s accountants (whose mutual decisions determination shall be final and binding on each of Buyer all parties absent manifest error. The fees, costs and Seller); provided, however, that should such accountants be unable to resolve any dispute with respect to the Preliminary Closing Statement within ten (10) business days expenses of the Closing Date or any dispute with respect to the Final Closing Statement within ten (10) business days following Seller’s receipt of the Final Closing Statement from Buyer, such disputes, as the case may be, Independent Accounting Firm shall be resolved borne equally by arbitration. In the event that Buyer’s Seller and Seller’s accountants are the same accounting firm, Seller shall be allowed to appoint its own representative to represent Seller with respect to the dispute which representative shall be a nationally recognized public accounting firm. If at any time within ninety (90) days after the Closing Date either Buyer or Seller discovers items that should have been included in the Closing Statements but were omitted therefrom, then such items shall be adjusted in the same manner as if their existence had been known at the time of the preparation of the Closing Statements, and any payment owing as a result thereof shall be made as provided above in this Section 13Acquiror.

Closing Statements. Seller At least two Business Days prior to the Closing Date, (i) Purchaser shall prepare and deliver to Buyer on the Closing Date Company a preliminary closing written statement (a the “Preliminary Purchaser Closing Statement”) as setting forth a good faith calculation of Purchaser’s estimate of the Purchaser Closing DateExpenses and the related determination of the amount of Excess Purchaser Expenses, if any, and (ii) the Company shall deliver to the Purchaser a written statement (the “Company Closing Statement” and, together with the Purchaser Closing Statement, the “Closing Statements”) setting forth a good faith calculation of the Company’s estimate of the Company Closing Expenses and the related determination of the amount of Excess Company Expenses, if any. Promptly upon delivering the Purchaser Closing Statement to the Company, if requested by the Company, Purchaser will meet with the Company to review and discuss the Purchaser Closing Statement and Purchaser will consider in good faith the Company’s comments to the Purchaser Closing Statement and make any appropriate adjustments to the Purchaser Closing Statement prior to the Closing, which adjusted Purchaser Closing Statement, as mutually approved by the Company and Purchaser both acting reasonably and in good faith, shall show thereafter become the net amount due either Purchaser Closing Statement for all purposes of this Agreement. Promptly upon delivering the Company Closing Statement to Seller or Buyer based on items the Purchaser, if requested by the Purchaser, the Company will meet with the Purchaser to review and discuss the Company Closing Statement and the Company will consider in good faith the Purchaser’s comments to the Company Closing Statement and make any appropriate adjustments to the Company Closing Statement prior to the Closing, which adjusted Company Closing Statement, as mutually approved by the Company and Purchaser both acting reasonably and in good faith, shall thereafter become the Company Closing Statement for which a specific credit or debit is provided all purposes of this Agreement. Each Closing Statement and the determinations contained therein shall be prepared in accordance with this Agreement, which statement and, as finally agreed upon in accordance with this Section 2.5, shall be in form and substance acceptable to Buyer. Such net amount shall be added to or subtracted from the payment of the cash balance of the Purchase Price to be paid to Seller pursuant to Section 3 on the Closing Date. Within sixty (60) days after the Closing Date, Buyer shall deliver a final closing statement (a “Final Closing Statement”) to Seller setting forth the final determination of all items to be included in the Closing Statements. To the extent that amounts are determined to be owing by Seller to Buyer or by Buyer to Seller which are not disputed, such amounts shall be settled in cash between Buyer and Seller. Should Buyer and Seller disagree on the amount due either Buyer or Seller as reflected in the Preliminary Closing Statement, or the Final Closing Statement, any such dispute where less than $50,000 is in dispute shall be resolved by Buyer’s and Seller’s accountants (whose mutual decisions shall be final and binding on each of Buyer and Seller); provided, however, that should such accountants be unable to resolve any dispute determinations with respect to the Preliminary Closing Statement within ten (10) business days of the Closing Date or any dispute with respect to the Final Closing Statement within ten (10) business days following Seller’s receipt of the Final Closing Statement from Buyer, such disputes, as the case may be, shall be resolved by arbitration. In the event that Buyer’s and Seller’s accountants are the same accounting firm, Seller shall be allowed to appoint its own representative to represent Seller with respect to the dispute which representative shall be a nationally recognized public accounting firm. If at any time within ninety (90) days after the Closing Date either Buyer or Seller discovers items that should have been included in the Closing Statements but were omitted therefrom, then such items shall be adjusted in the same manner as if their existence had been known at the time of the preparation of the Closing Statements, and any payment owing as a result thereof shall be made as provided above in this Section 13amounts set forth therein.

Closing Statements. Seller Each party shall cause it designated representatives to enter the Motels at reasonable times and without unreasonably interfering with operations, both before and after the Closing Date, for the purpose of making such inventories, examinations and audits of the Motels and of the books and records of the Motels, as they deem necessary to make the adjustments and prorations required under this Section 5, or under any other provisions of this Agreement. Based upon such inventories, examinations and audits, at the Closing, the representatives of the parties shall jointly prepare and deliver to Buyer on the Closing Date each party a preliminary closing statement (a “Preliminary Closing Statement”) as of the Closing Date, Statement for each Motel which shall show the net amount due either to Seller Sellers or Buyer based on items for which Buyers as a specific credit or debit is provided in this Agreementresult thereof, which statement shall be in form and substance acceptable to Buyer. Such such net amount shall will be added to or subtracted from the payment of the cash balance of the Purchase Price to be paid to Seller Sellers pursuant to Section 3 on the Closing Date2.2 hereof. Within sixty (60) days after following the Closing Date, Buyer Sellers and Buyers shall deliver agree on a final closing statement (a “Final Closing Statement”) to Seller Statement setting forth the final determination of all items to be included in on the preliminary Closing Statements. To the extent that amounts are determined to be owing by Seller to Buyer or by Buyer to Seller which are not disputed, such amounts shall be settled in cash between Buyer and Seller. Should Buyer and Seller disagree on the The net amount due either Buyer Sellers or Seller as reflected Buyers, if any, by reason of adjustments in the Preliminary preliminary Closing Statements as shown in the final Closing Statement, or the Final Closing Statement, any such dispute where less than $50,000 is in dispute shall be resolved paid in cash by Buyer’s and Seller’s accountants (whose mutual decisions shall be final and binding on each of Buyer and Seller); provided, however, that should such accountants be unable to resolve any dispute with respect to the Preliminary Closing Statement party obligated therefor within ten (10) business days following the date of delivery of the final Closing Date or any dispute Statement to the parties. In the event the representatives of the parties are unable to reach agreement with respect to the Final final Closing Statement within ten Statement, the parties shall submit their dispute to a firm of independent certified public accountants of recognized standing in the motel industry (10) business days following Seller’s receipt the "Accountants"), and the determinations of such firm shall be conclusive on all parties hereto. Any cost associated with retention of the Final Closing Statement from Buyer, such disputes, as the case may be, Accountants shall be resolved borne equally by arbitration. In the event that Buyer’s Sellers and Seller’s accountants are the same accounting firm, Seller shall be allowed to appoint its own representative to represent Seller with respect to the dispute which representative shall be a nationally recognized public accounting firm. If at any time within ninety (90) days after the Closing Date either Buyer or Seller discovers items that should have been included in the Closing Statements but were omitted therefrom, then such items shall be adjusted in the same manner as if their existence had been known at the time of the preparation of the Closing Statements, and any payment owing as a result thereof shall be made as provided above in this Section 13Buyers.

Closing Statements. Seller shall prepare and deliver to Buyer on the Closing Date a preliminary closing statement (a “"Preliminary Closing Statement”") as of the Closing Date, which shall show the net amount due either to Seller or Buyer based on (a) items for which a specific credit or debit is provided for in this AgreementAgreement and (b) items not described in Section 10.5 that normally are prorated and adjusted in the sale of a casino business, which statement shall be in form and substance acceptable to Buyer. Such net amount shall be added to or subtracted from the payment of the cash balance of the Purchase Price to be paid to Seller pursuant to Section 3 on the Closing Date. Within sixty (60) days after the Closing Date, Buyer shall deliver a final closing statement (a “"Final Closing Statement”") to Seller setting forth the final determination of all items to be included in the Closing Statements. To the extent that amounts are determined to be owing by Seller to Buyer or by Buyer to Seller which are not disputed, such amounts shall be settled in cash between Buyer and Seller. Should Buyer and Seller disagree on the amount due either Buyer or Seller as reflected in the Preliminary Closing Statement, or the Final Closing Statement, any such dispute where less than $50,000 is in dispute shall be resolved by Buyer’s 's and Seller’s 's accountants (whose mutual decisions shall be final and binding on each of Buyer and Seller); provided, however, that should such accountants be unable to resolve any dispute with respect to the Preliminary Closing Statement within ten (10) business days of the Closing Date or any dispute with respect to the Final Closing Statement within ten (10) business days following the Seller’s 's receipt of the Final Closing Statement from Buyer, such disputes, as the case may be, shall be resolved by arbitrationarbitration in the manner provided in Section 37 of this Agreement. In the event that Buyer’s 's and Seller’s 's accountants are the same accounting firm, Seller shall be allowed to appoint its own representative to represent Seller the Buyer with respect to the dispute which representative shall be a nationally recognized public accounting firm. If at any time within ninety (90) days after the Closing Date either Buyer or Seller discovers items that should have been included in the Closing Statements but were omitted therefrom, then such items shall be adjusted in the same manner as if their existence had been known at the time of the preparation of the Closing Statements, and any payment owing as a result thereof shall be made as provided above in this Section 13.