Common use of Closing Statements Clause in Contracts

Closing Statements. The adjustments to the Merger Consideration specified in Section 3.1(1) shall be estimated by the parties hereto in good faith at the Closing to the extent reasonably possible based on the most current interim financial statements; and provisional adjustments as shall be mutually agreed at Closing shall be reflected in one certain "Preliminary Closing Statement". Attached as Exhibit 3.2(1) is the format of the Preliminary Closing Statement. No later than sixty-five (65) days after the Closing, the parties hereto shall prepare the "Final Closing Statement" reflecting the items listed above prepared consistent with the past preparation of the internal financial statements of CHAD xx an accrual basis applied consistently with prior periods. Adjustments made after the Closing based on the Final Closing Statement shall be payable in cash by the Parent or, if to be paid by the Shareholder, in the discretion of the Shareholder, in cash or by a combination of cash and shares of Parent Common Stock received as Merger Consideration, on or before the tenth day following the day the Final Closing Statement is agreed upon by the parties. If Merger Sub and the Sellers are unable to agree on the Final Closing Statement within sixty-five (65) days after delivery of the Final Closing Statement, they shall appoint a firm of independent certified public accountants upon which the parties mutually and in good faith agree (the "Accountants") to make such determination, which determination, shall be final and binding on the parties hereto for the purpose of this Agreement, and Merger Sub and Shareholder shall each pay one-half the cost of the Accountants. The format of the Final Closing Statement is attached hereto as Exhibit 3.2(2).

Closing Statements. The adjustments to the Merger Consideration specified in Section 3.1(1) shall be estimated by the parties hereto in good faith at the Closing to the extent reasonably possible based on the most current interim financial statements; and provisional adjustments as shall be mutually agreed at Closing shall be reflected in one certain "Preliminary Closing Statement". Attached as Exhibit 3.2(1) is the format of the Preliminary Closing Statement. No later than sixty-five (65) days after On or before the Closing, Seller will prepare and the parties hereto Company shall prepare review and approve (which approval shall not be unreasonably withheld or delayed) a final closing statement (the "Final Closing Statement" reflecting ") setting forth the final determination of all open items listed above prepared consistent with the past preparation and other apportionments estimated as of the internal financial Closing to be included on the closing statements of CHAD xx an accrual basis applied consistently with prior periods. Adjustments made after for the Closing based on and any re-adjustment required to "true up" any amounts adjusted under Section 13.01 (including, without limitation, Additional Rent). The net amount due to Seller or the Final Closing Statement shall be payable in cash by the Parent orCompany, if any, by reason of adjustments to be paid by the Shareholder, closing statement as shown in the discretion of the Shareholder, in cash or by a combination of cash and shares of Parent Common Stock received as Merger Consideration, on or before the tenth day following the day the Final Closing Statement is agreed upon by the parties. If Merger Sub and the Sellers are unable to agree on the Final Closing Statement within sixty-five (65) days after delivery of the Final Closing Statement, they shall appoint a firm of independent certified public accountants upon which the parties mutually and in good faith agree (the "Accountants") to make such determination, which determination, shall be final paid or credited to the applicable party at Closing. The adjustments, prorations and determinations agreed to by Seller and the Company under this Section 13.06 shall be conclusive and binding on the parties hereto for hereto. Notwithstanding the purpose foregoing, if at any time within the three hundred sixty five (365) day period following the Closing (such period being referred to herein as a "Post-Closing Adjustment Period"), the amount of any item to be apportioned or credited pursuant to this Agreement shall prove to be incorrect (whether as a result in an error in calculation or a lack of complete and accurate information as of the Closing), the party in whose favor the error was made shall promptly pay to the other party the sum necessary to correct such error upon receipt of proof of such error, provided that such proof is delivered to the party from whom payment is requested within the Post-Closing Adjustment Period. In order to enable Seller to determine whether any such delayed adjustment is necessary, the Relevant Purchasers shall provide to Seller such information as Seller shall reasonably request during the Post-Closing Adjustment Period in order to confirm or finalize closing adjustments hereunder. The provisions of this Agreement, Section 13.06 shall survive the Closing and Merger Sub and Shareholder shall each pay one-half the cost of the Accountants. The format of the Final Closing Statement is attached hereto as Exhibit 3.2(2)not be merged therein.

Closing Statements. The adjustments to the Merger Consideration specified in Section 3.1(1(a) shall be estimated by the parties hereto in good faith at the Closing to the extent reasonably possible based on the most current interim financial statements; and provisional adjustments as shall be mutually agreed at Closing shall be reflected in one certain "Preliminary Closing Statement". Attached as Exhibit 3.2(1) is the format of the Preliminary Closing Statement. No later than sixty-five the close of business of the fifth (655th) days after Business Day preceding the Closingday on which Closing shall occur pursuant to Section 1.3, the parties hereto Company shall prepare provide to Parent a written statement, signed by an executive officer of the "Final Company (the “Company Closing Statement" reflecting ”), setting forth the items listed above prepared consistent Company’s good faith estimate, together with the past preparation related supporting calculations and work papers and back-up materials relating thereto, of the internal financial statements Company Cash Amount. The Company shall provide Parent and its Representatives with reasonable access during normal business hours to the relevant books, records and finance personnel of CHAD xx an accrual basis applied consistently with prior periods. Adjustments made after the Closing based on Company to enable Parent and its Representatives to review and analyze the Final Company Closing Statement and the components thereof. If requested by Parent, the Parties shall be payable in cash by meet and confer regarding the Parent or, if Company Closing Statement and the components thereof no later than the third (3rd) Business Day prior to be paid by the Shareholder, in the discretion of the Shareholder, in cash or by a combination of cash and shares of Parent Common Stock received as Merger Consideration, on or before the tenth day following the day on which Closing shall occur pursuant to Section 1.3, and shall make such changes thereto as the Final Closing Statement is agreed upon by the parties. If Merger Sub and the Sellers are unable to agree on the Final Closing Statement within sixty-five (65) days after delivery of the Final Closing Statement, they shall appoint a firm of independent certified public accountants upon which the parties Parties may mutually and in good faith agree (agree, and the "Accountants") to make such determination, which determination, Company Cash Amount as so mutually agreed in writing shall be final and binding on the parties hereto Parties for the purpose all purposes of this Agreement. If there is a dispute between the Parties regarding the Company Closing Statement or the Company Cash Amount that is not resolved as of such date of meeting, and Merger Sub the resolution of such dispute is required to determine whether the Company Cash Amount is less than the Company Minimum Cash Amount, then any such disputed items shall be referred to Deloitte Touche Tohmatsu Limited, or in the event that such firm declines to serve in such capacity, an independent auditor of recognized national standing jointly selected by Parent and Shareholder shall the Company (the “Accounting Firm”), each pay one-half the cost Party acting reasonably and as quickly as possible, time being of the Accountantsessence. The format Parties shall promptly deliver to the Accounting Firm the work papers and back-up materials used in preparing the relevant Company Closing Statement and any remaining disputes with respect thereto, and the Parties shall use reasonable best efforts to cause the Accounting Firm to make its determination as soon as possible and within seven (7) calendar days of accepting its selection at the latest. The Parties shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a representative of the Final other Party. The determination of the Accounting Firm shall be limited to the items in dispute submitted to the Accounting Firm and limited to applying the definition of Company Cash Amount as set forth herein. Any determination of the Company Cash Amount made by the Accounting Firm shall be made in writing, delivered to each of the Parties, and shall be final and binding on the Parties hereto and shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Cash Amount and Company Closing Statement is attached hereto Statement, as Exhibit 3.2(2)applicable, for all purposes of this Agreement.

Closing Statements. The adjustments Each party shall cause it designated representatives to enter the Merger Consideration specified in Section 3.1(1) shall be estimated by the parties hereto in good faith Motels at reasonable times and without unreasonably interfering with operations, both before and after the Closing to Date, for the extent reasonably possible based on the most current interim financial statements; purpose of making such inventories, examinations and provisional adjustments as shall be mutually agreed at Closing shall be reflected in one certain "Preliminary Closing Statement". Attached as Exhibit 3.2(1) is the format audits of the Preliminary Closing StatementMotels 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. No later than sixty-five (65) days after Based upon such inventories, examinations and audits, at the Closing, the representatives of the parties hereto shall jointly prepare and deliver to each party a preliminary Closing Statement for each Motel which shall show the "Final net amount due either to Sellers or Buyers as a result thereof, and such net amount will be added to or subtracted from the cash balance of the Purchase Price to be paid to Sellers pursuant to Section 2.2 hereof. Within sixty (60) days following the Closing Date, Sellers and Buyers shall agree on a final Closing Statement setting forth the final determination of all items to be included on the preliminary Closing Statements. The net amount due Sellers or Buyers, if any, by reason of adjustments in the preliminary Closing Statements as shown in the final Closing Statement" reflecting the items listed above prepared consistent with the past preparation of the internal financial statements of CHAD xx an accrual basis applied consistently with prior periods. Adjustments made after the Closing based on the Final Closing Statement , shall be payable paid in cash by the Parent or, if to be paid by party obligated therefor within ten (10) days following the Shareholder, in the discretion date of delivery of the Shareholder, in cash or by a combination of cash and shares of Parent Common Stock received as Merger Consideration, on or before the tenth day following the day the Final final Closing Statement is agreed upon by to the parties. If Merger Sub and In the Sellers event the representatives of the parties are unable to agree on reach agreement with respect to the Final Closing Statement within sixty-five (65) days after delivery of the Final final Closing Statement, they the parties shall appoint submit their dispute to a firm of independent certified public accountants upon which of recognized standing in the parties mutually and in good faith agree motel industry (the "Accountants") to make ), and the determinations of such determination, which determination, firm shall be final and binding conclusive on the all parties hereto for the purpose of this Agreement, and Merger Sub and Shareholder shall each pay one-half the hereto. Any cost associated with retention of the Accountants. The format of Accountants shall be borne equally by the Final Closing Statement is attached hereto as Exhibit 3.2(2)Sellers and the Buyers.

Closing Statements. The adjustments Each party shall cause its designated representatives to enter the Merger Consideration specified in Section 3.1(1) shall be estimated by the parties hereto in good faith Motel at reasonable times and without unreasonably interfering with operations, both before and after the Closing to Date, for the extent reasonably possible based on the most current interim financial statements; purpose of making such inventories, examinations and provisional adjustments as shall be mutually agreed at Closing shall be reflected in one certain "Preliminary Closing Statement". Attached as Exhibit 3.2(1) is the format audits of the Preliminary Closing StatementMotel, and of the books and records of the Motel, as they deem necessary to make the adjustments and prorations required under this Article 8, or under any other provisions of this Agreement. No later than sixty-five (65) days after Based upon such inventories, examinations and audits, at the Closing, the representatives of the parties hereto shall jointly prepare and deliver to each party a Preliminary Closing Statement which shall show the "net amount due either to Seller or Purchaser as a result thereof, and such net amount will be added to or subtracted from the cash balance of the Purchase Price to be paid to Seller pursuant to Section 3.3 hereof. The closing statement shall reflect that Purchaser shall receive a credit relating to maintenance items in the amount of $46,000.00. Within sixty (60) days following the Closing Date, Seller and Purchaser shall agree on a Final Closing Statement setting forth the final determination of all items to be included on the Closing Statements. The net amount due Seller or Purchaser, if any, by reason of adjustments in the Preliminary Closing Statement as shown in the Final Closing Statement" reflecting the items listed above prepared consistent with the past preparation of the internal financial statements of CHAD xx an accrual basis applied consistently with prior periods. Adjustments made after the Closing based on the Final Closing Statement , shall be payable paid in cash by the Parent or, if to be paid by the Shareholder, in the discretion of the Shareholder, in cash or by a combination of cash and shares of Parent Common Stock received as Merger Consideration, on or before the tenth day party obligated therefor within ten (10) days following the day the Final Closing Statement is agreed upon by the parties. If Merger Sub and the Sellers are unable to agree on the Final Closing Statement within sixty-five (65) days after date of delivery of the Final Closing StatementStatement to the parties. In the event the representatives of the parties are unable to reach agreement with respect to the Closing Statements, they the parties shall appoint submit their dispute to a firm of independent certified public accountants upon which of recognized standing in the parties mutually and in good faith agree hotel industry (the "Accountants") to make ), and the determination of such determination, which determination, firm shall be final and binding conclusive on the both parties hereto for the purpose of this Agreement, and Merger Sub and Shareholder shall each pay one-half the cost of the Accountants. The format of the Final Closing Statement is attached hereto as Exhibit 3.2(2)hereto.

Closing Statements. The adjustments to the Merger Consideration specified in Section 3.1(1) shall be estimated by the parties hereto in good faith at authorize each other’s agents and employees to enter the Hotel, during normal business hours and otherwise under reasonable circumstances, upon two (2) business days’ prior written notice, both before and after the Closing Date (for a period of up to the extent reasonably possible based on the most current interim financial statements; and provisional adjustments as shall be mutually agreed at Closing shall be reflected in one certain "Preliminary Closing Statement". Attached as Exhibit 3.2(1) is the format of the Preliminary Closing Statement. No later than sixty-five ninety (6590) days after the Closing Date, for the purpose of making (except as otherwise provided herein at such party’s sole expense) such inventories, examinations and audits of the Hotel and the Hotel books and records as they reasonable deem necessary in order to make the adjustments and prorations required under Article 9. Based upon preliminary examinations and audits, at or before the Closing, Seller and Purchaser and/or their respective agents or designees will jointly prepare a preliminary closing statement in respect of the parties hereto shall Property reasonably satisfactory to Seller and Purchaser in form and substance (the “Preliminary Closing Statement”) which shows the adjustments and prorations required under this Article 9. Within ninety (90) days following the Closing Date, Seller and Purchaser and/or their respective agents or designees will jointly prepare a final closing statement in respect of the "Property (the “Final Closing Statement" reflecting ”) setting forth the final determination (and the manner in which such items listed above prepared consistent with the past preparation shall be determined and paid) of all items which were not determined as of the internal financial statements Cut-Off Time, including, without limitation, dollar-for-dollar adjustments in the price paid by Purchaser for Accounts Receivable described in Section 9.01(b)(iv) if any Acquired Accounts Receivable so purchased remain uncollected as of CHAD xx an accrual basis applied consistently with prior periodsthe end of such 90-day period. Adjustments made after The net amount due to Seller or Purchaser, if any, by reason of adjustments to the Preliminary Closing based on Statement as shown in the Final Closing Statement Statement, shall be payable in cash by the Parent or, if to be paid by the Shareholder, in the discretion of the Shareholder, in cash or by a combination of cash and shares of Parent Common Stock received as Merger Consideration, on or before the tenth day following the day the Final Closing Statement is agreed upon good check by the parties. If Merger Sub and the Sellers are unable to agree on the Final Closing Statement party obligated therefor within sixty-five fifteen (6515) days after delivery following that party’s receipt of the Final Closing Statement. The adjustments, they shall appoint a firm of independent certified public accountants upon which the parties mutually prorations and in good faith agree (the "Accountants") determinations agreed to make such determination, which determination, by Seller and Purchaser shall be final conclusive and binding on the parties hereto for the purpose of this Agreement, and Merger Sub and Shareholder shall each pay one-half the cost of the Accountants. The format of the Final Closing Statement is attached hereto as Exhibit 3.2(2)hereto.

Closing Statements. The adjustments to the Merger Consideration specified in Section 3.1(1(j) shall be estimated by the parties hereto in good faith at the Closing to the extent reasonably possible based on the most current interim financial statements; and provisional adjustments as shall be mutually agreed at Closing shall be reflected in one certain "Preliminary Closing Statement". Attached as Exhibit 3.2(1) is the format of the Preliminary Closing Statement. No later than sixty-five the close of business of the fifth (655th) days after Business Day preceding the Closingday on which Closing shall occur pursuant to Section 1.3, the parties hereto Company shall prepare provide to Parent a written statement, signed by an executive officer of the "Final Company (the “Company Closing Statement" reflecting ”), setting forth the items listed above prepared consistent Company’s good faith estimate, together with the past preparation related supporting calculations and work papers and back-up materials relating thereto, of the internal financial statements Company Cash Amount. The Company shall provide Parent and its Representatives with reasonable access during normal business hours to the relevant books, records and finance personnel of CHAD xx an accrual basis applied consistently with prior periods. Adjustments made after the Closing based on Company to enable Parent and its Representatives to review and analyze the Final Company Closing Statement and the components thereof. If requested by Parent, the Parties shall be payable in cash by meet and confer regarding the Parent or, if Company Closing Statement and the components thereof no later than the third (3rd) Business Day prior to be paid by the Shareholder, in the discretion of the Shareholder, in cash or by a combination of cash and shares of Parent Common Stock received as Merger Consideration, on or before the tenth day following the day on which Closing shall occur pursuant to Section 1.3, and shall make such changes thereto as the Final Closing Statement is agreed upon by the parties. If Merger Sub and the Sellers are unable to agree on the Final Closing Statement within sixty-five (65) days after delivery of the Final Closing Statement, they shall appoint a firm of independent certified public accountants upon which the parties Parties may mutually and in good faith agree (agree, and the "Accountants") to make such determination, which determination, Company Cash Amount as so mutually agreed in writing shall be final and binding on the parties hereto Parties for the purpose all purposes of this Agreement. If there is a dispute between the Parties regarding the Company Closing Statement or the Company Cash Amount that is not resolved as of such date of meeting, and Merger Sub the resolution of such dispute is required to determine whether the Company Cash Amount is less than the Company Minimum Cash Amount, then any such disputed items shall be referred to Deloitte Touche Tohmatsu Limited, or in the event that such firm declines to serve in such capacity, an independent auditor of recognized national standing jointly selected by Parent and Shareholder shall the Company (the “Accounting Firm”), each pay one-half the cost Party acting reasonably and as quickly as possible, time being of the Accountantsessence. The format Parties shall promptly US-LEGAL-11446530/6 174293-0017 3089529.v7 deliver to the Accounting Firm the work papers and back-up materials used in preparing the relevant Company Closing Statement and any remaining disputes with respect thereto, and the Parties shall use reasonable best efforts to cause the Accounting Firm to make its determination as soon as possible and within seven (7) calendar days of accepting its selection at the latest. The Parties shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a representative of the Final other Party. The determination of the Accounting Firm shall be limited to the items in dispute submitted to the Accounting Firm and limited to applying the definition of Company Cash Amount as set forth herein. Any determination of the Company Cash Amount made by the Accounting Firm shall be made in writing, delivered to each of the Parties, and shall be final and binding on the Parties hereto and shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Cash Amount and Company Closing Statement is attached hereto Statement, as Exhibit 3.2(2)applicable, for all purposes of this Agreement.