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 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 only 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 expressly provided above in this Section 131.4.

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.

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. 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. The Seller Parties shall prepare in good faith and deliver to Buyer on the Closing Date Purchaser Parties for its review and consultation, (x) with respect to each Property and Purchased Interest or Deferred Property and Deferred Purchased Interests, as applicable, a preliminary closing statement (a “Preliminary Closing Statement”) of estimated Proration Items as of the Closing Dateapplicable Adjustment Time on a property-by-property basis, which shall show the net amount due either and Purchased Entity basis 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 applicable 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 y) with respect to the Preliminary Purchased Commercial Loans or Deferred Commercial Loans, as applicable, the applicable Closing Unpaid Principal Balance Statement, in each case, together with all relevant supporting documentation, to be submitted to the Purchaser Parties in draft form no less than three (3) Business Days before the applicable Closing Date to be updated one (1) Business Day prior for the Adjustment Time, as necessary (such statement for the Initial Closing, the “Estimated Initial Closing Statement”; and such statement for a Deferred Closing, an “Estimated Deferred Closing Statement”); provided that any Estimated Initial Closing Statement within ten (10) business days of the or Estimated Deferred Closing Date Statement, as applicable, will not be required to include any Proration Items, Cash adjustment amounts or any dispute Unpaid Principal Balance calculations with respect to any Deferred Asset (or the Final Closing Statement within ten (10applicable Deferred Interests relating thereto) business days following Seller’s receipt of that is not being Transferred at the Final Closing Statement from Buyer, such disputes, as the case may be, shall be resolved by arbitrationapplicable Closing. In the event that Buyer’s Seller Parties and Seller’s accountants are the same accounting firmPurchaser Parties agree to revisions to the Estimated Initial Closing Statement or the Estimated Deferred Closing Statement, as applicable, the Seller Parties shall deliver their revised, if applicable, statement of estimated Proration Items (if applicable), applicable Closing Unpaid Principal Balance Statement and other credits and adjustments to the Unadjusted Purchase Price or Unadjusted Asset Purchase Price Amount, as applicable, to Purchaser no less than one (1) Business Day before the applicable Closing Date (the Estimated Initial Closing Statement or the revised statement, if any, the “Initial Closing Statement”; and the applicable 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 applicable Closing Statement will be allowed paid at the applicable Closing by the Purchaser Parties to appoint its own representative the Seller Parties (if the Proration Items, credits and adjustments result in a net credit to represent the Seller Parties) or by the Seller Parties to the Purchaser Parties (if the Proration Items, credits and adjustments pursuant to this Section 1.4 result in a net credit to the Purchaser Parties) by increasing or reducing the cash to be delivered by the Purchaser Parties in payment of the Estimated Initial Purchase Price or Estimated Deferred Purchase Price, as applicable, at the applicable Closing. As soon as practicable following the applicable Closing and, in any event, with respect to the dispute which representative shall be a nationally recognized public accounting firm. If at any time within Purchased Interests and Transferred Properties, not later than one hundred eighty (180) days (except, in the case of real property Taxes, twelve (12) months, in the case of Closing Year Additional and Percentage Rent, ninety (90) days following the date that such Rents are billed, and, in the case of Texas Franchise Taxes, twenty-four (24) months) after the applicable Closing, the Purchaser Parties shall prepare in good faith and deliver to the Seller Parties for their approval, which approval shall not be unreasonably withheld, delayed or conditioned, an update to the Initial Closing Statement (as approved by the Purchaser Parties, the “Adjusted Initial Closing Statement”) or the Deferred Closing Statement (as approved by Purchaser, each such updated Deferred Closing Statement, an “Adjusted Deferred Closing Statement”) which update will reflect the Purchaser Parties calculation of Proration Items and other credits and adjustments pursuant to this Section 1.4 as of the applicable 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 date. As soon as practicable following the applicable Closing with respect to the Purchased Commercial Loans and, in any event, not later than one hundred eighty (180) days after the applicable Closing, the Purchaser Parties shall prepare in good faith and deliver to the Seller Parties for their approval, which approval shall not be unreasonably withheld, delayed or conditioned, an Adjusted Initial Closing Statement or an Adjusted Deferred Closing Statement which update will reflect (1) the Purchaser Parties calculation of Proration Items, credits and adjustments pursuant to Section 1.2(b) and (c) as of the applicable Closing Statements, Date based on the information available as of the preparation date and any payment owing as a result thereof shall (2) the applicable Adjusted Closing Date Portfolio Tape. Re-prorations and adjustments will be made as commencing after the Initial Closing when actual amounts are determined only where expressly provided above in this Section 131.4.

Closing Statements. The Seller Parties shall prepare in good faith and deliver to Buyer on the Closing Date Purchaser Parties for its review and consultation, (x) with respect to each Property and Purchased -- \\DC - 088650/000238 - 6521921 v16 Interest or Deferred Property and Deferred Purchased Interests, as applicable, a preliminary closing statement (a “Preliminary Closing Statement”) of estimated Proration Items as of the Closing Dateapplicable Adjustment Time on a property-by-property basis, which shall show the net amount due either and Purchased Entity basis 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 applicable 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 y) with respect to the Preliminary Purchased Commercial Loans or Deferred Commercial Loans, as applicable, the applicable Closing Unpaid Principal Balance Statement, in each case, together with all relevant supporting documentation, to be submitted to the Purchaser Parties in draft form no less than three (3) Business Days before the applicable Closing Date to be updated one (1) Business Day prior for the Adjustment Time, as necessary (such statement for the Initial Closing, the "Estimated Initial Closing Statement"; and such statement for a Deferred Closing, an "Estimated Deferred Closing Statement"); provided that any Estimated Initial Closing Statement within ten (10) business days of the or Estimated Deferred Closing Date Statement, as applicable, will not be required to include any Proration Items, Cash adjustment amounts or any dispute Unpaid Principal Balance calculations with respect to any Deferred Asset (or the Final Closing Statement within ten (10applicable Deferred Interests relating thereto) business days following Seller’s receipt of that is not being Transferred at the Final Closing Statement from Buyer, such disputes, as the case may be, shall be resolved by arbitrationapplicable Closing. In the event that Buyer’s Seller Parties and Seller’s accountants are the same accounting firmPurchaser Parties agree to revisions to the Estimated Initial Closing Statement or the Estimated Deferred Closing Statement, as applicable, the Seller Parties shall deliver their revised, if applicable, statement of estimated Proration Items (if applicable), applicable Closing Unpaid Principal Balance Statement and other credits and adjustments to the Unadjusted Purchase Price or Unadjusted Asset Purchase Price Amount, as applicable, to Purchaser no less than one (1) Business Day before the applicable Closing Date (the Estimated Initial Closing Statement or the revised statement, if any, the "Initial Closing Statement"; and the applicable 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 applicable Closing Statement will be allowed paid at the applicable Closing by the Purchaser Parties to appoint its own representative the Seller Parties (if the Proration Items, credits and adjustments result in a net credit to represent the Seller Parties) or by the Seller Parties to the Purchaser Parties (if the Proration Items, credits and adjustments pursuant to this Section 1.4 result in a net credit to the Purchaser Parties) by increasing or reducing the cash to be delivered by the Purchaser Parties in payment of the Estimated Initial Purchase Price or Estimated Deferred Purchase Price, as applicable, at the applicable Closing. As soon as practicable following the applicable Closing and, in any event, with respect to the dispute which representative shall be a nationally recognized public accounting firm. If at any time within Purchased Interests and Transferred Properties, not later than one hundred eighty (180) days (except, in the case of real property Taxes, twelve (12) months, in the case of Closing Year Additional and Percentage Rent, ninety (90) days following the date that such Rents are billed, and, in the case of Texas Franchise Taxes, twenty-four (24) months) after the applicable Closing, the Purchaser Parties shall prepare in good faith and deliver to the Seller Parties for their approval, which approval shall not be unreasonably withheld, delayed or conditioned, an update to the Initial Closing Statement (as approved by the Purchaser Parties, the "Adjusted Initial Closing Statement") or the Deferred Closing Statement (as approved by Purchaser, each such updated Deferred Closing Statement, an "Adjusted Deferred Closing Statement") which update will reflect the Purchaser Parties calculation of Proration Items and other credits and adjustments pursuant to this Section 1.4 as of the applicable 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 date. As soon as practicable following the applicable Closing with respect to the Purchased Commercial Loans and, in any event, not later than one hundred eighty (180) days after the applicable Closing, the Purchaser Parties shall prepare in good faith and deliver to the Seller Parties for their approval, which approval shall not be unreasonably withheld, delayed or conditioned, an Adjusted Initial Closing Statement or an Adjusted Deferred Closing Statement which update will reflect (1) the Purchaser Parties calculation of Proration Items, credits and adjustments pursuant to Section 1.2(b) and (c) as of the applicable Closing Statements, Date based on the information available as of the preparation date and any payment owing as a result thereof shall (2) the applicable Adjusted Closing Date Portfolio Tape. Re-prorations and adjustments will be made as commencing after the Initial Closing when actual amounts are determined only where expressly provided above in this Section 131.4.

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.