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Closing Statement
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Preliminary Closing Statement. Seller and Buyer will cooperate with Title Company to prepare a preliminary closing statement (the “Closing Statement”) on the basis of the Lease, real estate taxes and other sources of income and expenses for each Property, and any income tax withholding, on or prior to the Closing Date. The preliminary Closing Statement and the apportionments and/or pro-rations will be based upon actual figures to the extent available on a per diem basis. If any of the apportionments and/or prorations cannot be calculated accurately based on actual figures on the Closing Date, then they will be calculated based on Seller’s and Buyer’s good faith estimates thereof.

Estimated Closing Statement. Buyer shall have received the Pre-Closing Statement from the Company.

Preliminary Closing Statement. Not later than the third (3rd) Business Day prior to the Closing, Seller shall prepare and deliver to Purchaser a draft settlement statement (the “Preliminary Closing Statement”) setting forth the adjustments and prorations to the Purchase Price as set forth in [Section 16(a)] or any other provisions of this Agreement. Purchaser shall review the Preliminary Closing Statement and, not later than two (2) Business Days prior to the scheduled Closing, Purchaser shall furnish to Seller any comments which Purchaser may have with respect thereto, or any objection it may have to the amounts shown thereon, together with its reasons for such objection. Thereafter, Seller and Purchaser (each acting reasonably and in good faith) shall resolve, prior to Closing, any disagreement with respect to such Preliminary Closing Statement. Seller and Purchaser shall cause the information set forth in the Preliminary Closing Statement to be updated with actual information available as of the Closing Date (and the respective employees, agents or representatives of both Seller and Purchaser shall participate in conducting any necessary inventories and compiling and verifying any necessary information as of the Closing, including any utility meter readings, for purposes of updating the Preliminary Closing Statement).

Estimated Closing Statement. No later than two Business Days prior to the Closing Date, Seller will deliver to Purchaser a statement (the “Estimated Closing Statement”) detailing # Seller’s good faith estimates of # Net Working Capital (the “Estimated Net Working Capital”), # Closing Cash (the “Estimated Cash”), # Closing Indebtedness (the “Estimated Indebtedness”), and # Closing Transaction Expenses (the “Estimated Transaction Expenses”), in each case, together with reasonably detailed supporting calculations and documentation, # the PRF Qualified Expenditures Amount, as set forth on the PRF Qualified Expenditures Schedule, # based on such estimates, Seller’s determination of the Closing Payment, and # wire transfer instructions for the payments to be made by Purchaser pursuant to [Section 2.3(c)(ii) and (iv)])]. The Estimated Closing Statement will be prepared in a manner consistent with # the definitions of the

Preliminary Closing Statement. At least four (4) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer an unaudited balance sheet of the Company prepared in good faith by the Company on an estimated basis as of the Adjustment Time, without giving effect to the Closing or the Transaction (the “Estimated Closing Balance Sheet”). Together with the Estimated Closing Balance Sheet (and based thereon to the extent applicable), the Company shall deliver to Buyer a statement (the “Preliminary Closing Statement”), signed and attested to by the chief financial officer of the Company, certifying the Company’s good faith calculation and estimate or computation (including all calculations in reasonable detail) of:

Seller’s Closing Statement. Seller shall execute and deliver to the Title Company a Seller’s Closing Statement, in conformity with the terms of this Agreement, and otherwise in form satisfactory to Seller.

Purchaser’s Closing Statement. Purchaser shall execute and deliver to the Title Company a Purchaser’s Closing Statement, in conformity with the terms of this Agreement, and otherwise in form satisfactory to Purchaser.

An Assignment of any Due Diligence Documents that are consented to and approved by Buyer, and miscellaneous documents conveying Seller’s interest to Buyer together with the consent of all parties having a right to consent to such Assignment.

All other documents determined by Seller or the Title Company to be necessary to consummate the transaction contemplated by this Agreement.

Pre-Closing Statement. The Parties shall have agreed on each element of the Pre-Closing Statement;

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