Common use of Accounts Receivable; Accounts Payable Clause in Contracts

Accounts Receivable; Accounts Payable. (a) Purchaser shall purchase from Seller, and Seller shall assign to Purchaser at Closing and receive a credit for (i) all of Seller's current accounts receivable (i.e. accounts receivable which are aged not more than ninety (90) days) including, without limitation, all account receivables from credit card issuers and (ii) the accounts receivable of registered guests who have not checked out prior to the Apportionment Date and who are occupying rooms on the evening preceding the Closing Date. Such credit shall equal the amount of accounts receivable less (i) credit card charges, travel company charges and similar commissions and (ii) on all accounts receivable other than credit card receivables, a discount of five percent (5%). All other accounts receivable relating to the Hotel in respect of the period prior to the Apportionment Date shall be for Seller's sole account, and Purchaser shall not be responsible to Seller for the same. Notwithstanding the foregoing, payments received by Purchaser that are identified as relating to accounts receivable not purchased by Purchaser shall be promptly turned over to Seller. (b) Any indebtedness, accounts payable, liabilities or obligations of any kind or nature related to Seller or the Property for the periods prior to and including the Apportionment Date shall be retained and paid by Seller, and Purchaser shall not be or become liable therefor, except as assumed by Purchaser pursuant to this Agreement.

Accounts Receivable; Accounts Payable. (a) All accounts receivable (other than the Current Ledger) for the period ending on and including the Apportionment Date shall belong to Seller, but Seller shall not attempt to collect such accounts receivable unless requested to do so by Purchaser. A list of all such accounts receivable (other than the Current Ledger) shall be presented to and be initialed by Purchaser and Seller at Closing. Following Closing, Purchaser shall purchase from use good faith efforts toward the collection of such accounts receivable, but Purchaser shall have no responsibility or liability with regard to such accounts receivable nor be expected to incur any cost with respect to such collections. Purchaser shall provide monthly collection reports to Seller, and Seller shall assign to any accounts not collected by Purchaser at Closing and receive a credit for (i) all of Seller's current accounts receivable (i.e. accounts receivable which are aged not more than within ninety (90) days) including, without limitation, all account receivables days following the Closing Date may be pursued directly by Seller. With regard to any collection made from credit card issuers and (ii) any person or entity who is indebted to the Property both with respect to accounts receivable for the period ending on and including the Apportionment Date and to accounts receivable for the period subsequent to the Apportionment Date, such collection shall be applied first to the payment in full of registered guests who have not checked out prior any amounts due to the Purchaser on accounts for the period subsequent to the Apportionment Date and who are occupying rooms on the evening preceding the Closing Date. Such credit shall equal the amount of accounts receivable less (i) credit card charges, travel company charges and similar commissions and (ii) on all accounts receivable other than credit card receivables, a discount of five percent (5%). All other accounts receivable relating then to the Hotel in respect of amounts due for the period prior to ending on and including the Apportionment Date shall be for Seller's sole account, and Purchaser shall not be responsible to Seller for the same. Notwithstanding the foregoing, payments received by Purchaser that are identified as relating to accounts receivable not purchased by Purchaser shall be promptly turned over to SellerDate. (b) Any indebtedness, accounts payable, liabilities or obligations of any kind or nature related to Seller or the Property for the periods prior to and including the Apportionment Date shall be retained and paid by Seller, and Purchaser shall not be or become liable therefor, except as explicitly assumed by Purchaser pursuant to this Agreement.

Accounts Receivable; Accounts Payable. (a) Purchaser shall purchase from Seller, and Seller shall assign to Purchaser at Closing and receive a credit for (i) all of Seller's current 10.4.1 All accounts receivable (i.e. other than the Current Ledger) as of the Apportionment Time shall belong to Seller. Seller shall have the right to receive, collect, discharge and compromise all such accounts receivable which are aged not more than ninety (90) days) includingreceivable. Following the Closing, without limitationPurchaser shall promptly forward to Seller any amounts received by Purchaser on account of such accounts receivable, all account receivables from credit card issuers and (ii) the accounts receivable of registered guests who have not checked out prior subject to the Apportionment Date and who are occupying rooms on terms of this paragraph. Other than the evening preceding the Closing Date. Such credit foregoing, Purchaser shall equal the amount of accounts receivable less (i) credit card charges, travel company charges and similar commissions and (ii) on all accounts receivable other than credit card receivables, a discount of five percent (5%). All other accounts receivable relating have no obligation with respect to the Hotel in respect of the period prior to the Apportionment Date shall be for Seller's sole any such account, and Purchaser shall not be responsible required to Seller for take any legal proceeding or action to effect collection on behalf of Seller. With regard to any payment made within the same. Notwithstanding 24 month period following Closing from any person or entity who is indebted to the foregoing, payments received by Purchaser that are identified as relating facilities operating on the Real Property both with respect to accounts receivable accruing on or before the Apportionment Time and with respect to accounts receivable accruing subsequent to the Apportionment Time, if the periods to which such payments relate are not purchased specifically identified by Purchaser the payor, such payment shall be promptly turned over applied first to Sellerthe payment in full of any amounts due to Purchaser on accounts accruing subsequent to the Apportionment Time and then to amounts due to Seller on accounts accruing on or before the Apportionment Time. (b) 10.4.2 Any indebtedness, accounts payable, liabilities or obligations of any kind or nature related to Seller or the Property for the periods prior to and including the Apportionment Date Time shall be retained and paid by Seller, and Purchaser shall not be or become liable therefor, except as assumed by to the extent Purchaser receives a credit therefor at Closing or otherwise assumes such liabilities pursuant to this Agreement.

Accounts Receivable; Accounts Payable. (a) Purchaser Notwithstanding any provisions herein to the contrary, Seller and its Affiliates shall purchase retain all rights with respect to Accounts Receivable that arise from Seller, and Seller shall assign to Purchaser at Closing and receive a credit for (i) all the conduct of Seller's current accounts receivable (i.e. accounts receivable which are aged not more than ninety (90) days) including, without limitation, all account receivables from credit card issuers and (ii) the accounts receivable of registered guests who have not checked out Business prior to the Apportionment Date and who are occupying rooms on Effective Time. To the evening preceding extent that any amounts with respect to Accounts Receivable that arise from the Closing Date. Such credit shall equal the amount of accounts receivable less (i) credit card charges, travel company charges and similar commissions and (ii) on all accounts receivable other than credit card receivables, a discount of five percent (5%). All other accounts receivable relating to the Hotel in respect conduct of the period Business prior to the Apportionment Date shall be for Seller's sole account, and Purchaser shall not be responsible to Seller for the same. Notwithstanding the foregoing, payments Effective Time are received by Purchaser or any of its Affiliates on or after the Effective Time, then Purchaser or such Affiliate shall remit to Seller such amounts within thirty (30) days after receipt thereof. To the extent that any amounts with respect to Accounts Receivable that arise from the conduct of the Business after the Effective Time are identified as relating received by Seller or any of its Affiliates, then Seller or such Affiliate shall remit to accounts receivable not purchased by Purchaser shall be promptly turned over to Sellerthe Company such amounts in accordance with the terms of the Transition Services Agreement and, after expiration or termination of the Transition Services Agreement, within thirty (30) days after receipt thereof. (b) Any indebtednessNotwithstanding any provisions herein to the contrary, accounts payableSeller and its Affiliates shall retain and be responsible for all Liabilities with respect to Accounts Payable that arise from the conduct of the Business prior to the Effective Time. If any invoice or similar document for Accounts Payable that arises from the conduct of the Business prior to the Effective Time is received by Purchaser or any of its Affiliates after the Effective Time, liabilities Purchaser or obligations such Affiliate shall reject and dispute such invoice or document and refer the provider thereof to Seller’s designated contact, and Seller shall be responsible therefor. If any invoice or similar document for Accounts Payable that arises from the conduct of any kind or nature related to the Business after the Effective Time is received by Seller or any of its Affiliates after the Property for Effective Time, Seller or such Affiliate shall reject and dispute such invoice or document and refer the periods prior provider thereof to and including the Apportionment Date shall be retained and paid by SellerPurchaser’s designated contact, and Purchaser shall not be or become liable responsible therefor, except as assumed by Purchaser pursuant to this Agreement.

Accounts Receivable; Accounts Payable. (a) Purchaser shall purchase from Seller, and Seller shall assign to Purchaser at Closing and receive a credit for (i) all of Seller's current 13.4.1 All accounts receivable (i.e. other than the Current Ledger) originating prior to the Apportionment Date shall belong to Seller. A list of all such accounts receivable which are aged not more (other than ninety (90the Current Ledger) days) includingshall be presented to and be initialed by Purchaser and Seller at Closing. Following Closing, without limitationPurchaser shall use good faith efforts toward the collection of such accounts receivable, all account receivables from credit card issuers and (ii) the but Purchaser shall have no responsibility or liability with regard to such accounts receivable of registered guests nor be expected to incur any cost with respect to such collections. Seller shall be entitled to undertake its own collection efforts with respect to such accounts receivable. With regard to any collection made from any person or entity who have not checked out is indebted to the Property both with respect to accounts receivable accruing prior to the Apportionment Date and who are occupying rooms on the evening preceding the Closing Date. Such credit shall equal the amount of to accounts receivable less (i) credit card charges, travel company charges and similar commissions and (ii) on all accounts receivable other than credit card receivables, a discount of five percent (5%). All other accounts receivable relating accruing subsequent to the Hotel Apportionment Date, any such collection that is undesignated shall be applied first to the payment in respect full of any amounts due to Purchaser on accounts accruing subsequent to the period Apportionment Date and then to amounts due to Seller on accounts accruing prior to the Apportionment Date; provided, however, that any such collection that is specifically designated as payable to amounts due to Seller on accounts accruing prior to the Apportionment Date shall be for Seller's sole account, and Purchaser shall not be responsible applied to Seller for the same. Notwithstanding the foregoing, payments received by Purchaser that are identified as relating to accounts receivable not purchased by Purchaser shall be promptly turned over to Sellerpayment of such amounts. (b) Any indebtedness, 13.4.2 All accounts payable, liabilities or obligations of any kind or nature payable related to Seller or the Property for the periods prior to and including the Apportionment Date shall be retained by and paid by shall remain the obligation of Seller, and Purchaser shall not be or become liable therefor, except as assumed by to the extent Purchaser receives a credit therefor at Closing or otherwise expressly assumes such liabilities in writing pursuant to this Agreement.

Accounts Receivable; Accounts Payable. (a) Sellers shall retain all accounts receivable arising out of the operation of the Business prior to the Closing and Purchaser shall purchase from Seller, and Seller shall assign to Purchaser at Closing and receive a credit for (i) retain all of Seller's current accounts receivable (i.e. accounts receivable arising out of the operation of the Business on and after the Closing. After the Closing, Purchaser and Sellers shall forward to the other party any funds which are aged not more than ninety (90) days) including, without limitation, all account receivables from credit card issuers and (ii) received by such party but relate to the accounts receivable of registered guests who the other party. Notwithstanding anything to the contrary stated herein, neither party shall have any responsibility to collect any of the other party’s accounts receivable. Sellers shall be responsible for any negative account receivable balances of customers that exist as of the Closing Date (including but not checked limited to those arising from overpayments, duplicate payments and credit memos as listed in Section 5.19 of the Disclosure Schedule). If a customer requests or requires Purchaser to honor any such Closing Date negative account receivable balance by crediting an amount due Purchaser for services rendered post-Closing, Purchaser shall promptly forward such information to Sellers, and Purchaser and Sellers shall cooperate in good faith in addressing such circumstances (e.g., by Sellers satisfying such negative account receivable balance through payment to the customer or Purchaser, or through some other mutually agreed on resolution). If the parties cannot agree on a mutually acceptable resolution and Purchaser reasonably believes that the negative account receivable balance is due the customer, then Purchaser shall have the right to credit the customer against amounts due Purchaser for services rendered post-Closing and, in addition to any other rights or remedies of Purchaser set forth herein (including rights to indemnification set forth in Article XI), Purchaser shall have the right to offset the amount of such bona fide negative account receivable balance from any funds that are received by Purchaser post-Closing in respect of accounts receivable arising out of the operation of the Business prior to the Apportionment Date and who are occupying rooms on the evening preceding the Closing Date. Such credit shall equal the amount of accounts receivable less (i) credit card charges, travel company charges and similar commissions and (ii) on all accounts receivable other than credit card receivables, a discount of five percent (5%). All other accounts receivable relating that would otherwise be forwarded to the Hotel in respect of the period prior to the Apportionment Date shall be for Seller's sole account, and Purchaser shall not be responsible to Seller for the same. Notwithstanding the foregoing, payments received Sellers by Purchaser that are identified as relating pursuant to accounts receivable not purchased by Purchaser shall be promptly turned over to Sellerthis Section 7.14(a). (b) Any indebtednessAfter the Closing Date, Purchaser shall promptly forward to Sellers any invoices, bills, notices or requests for payments relating to any accounts payablepayable or other accruals (other than Taxes) related to the Business arising prior to the Closing (“Pre-Closing Payables”). Promptly upon receipt, liabilities or obligations and in any event no later than the expiration of the period of time during which such Pre-Closing Payables may be paid by Sellers without the incurrence of any kind interest, penalty, late fee or nature related other charge thereon (the “Penalty Date”), Sellers shall pay all such bona fide Pre-Closing Payables (it being understood that where any such Pre-Closing Payable is the subject of a bona fide good faith dispute between Sellers and the third party claiming such amount, Sellers may delay payment of such Pre-Closing Payable until such dispute is resolved). In the event Sellers shall fail to Seller pay any bona fide Pre-Closing Payable (including any interest penalties, late fees or other charges thereon) within thirty (30) days after the Property for Penalty Date (other than in the periods event of a bona fide good faith dispute as described above), upon thirty (30) days prior written notice to Sellers, if Purchaser reasonably believes that the ongoing failure to pay such bona fide Pre-Closing Payables is reasonably likely to result in damages to the operation of the Business, then Purchaser shall have the right to pay such bona fide Pre-Closing Payable on behalf of Sellers (including any interest, penalties, late fees or other charges thereon) and, in addition to any other rights or remedies of Purchaser set forth herein (including rights to indemnification set forth in Article XI), Purchaser shall have the right to offset the amount of such bona fide Pre-Closing Payable (including any interest penalties, late fees or other charges thereon) from any funds which are received by Purchaser post-Closing in respect of accounts receivable arising out of the operation of the Business prior to and including the Apportionment Date shall Closing which would otherwise be retained and paid by Seller, and Purchaser shall not be or become liable therefor, except as assumed forwarded to Sellers by Purchaser pursuant to this AgreementSection 7.14(a).

Accounts Receivable; Accounts Payable. (a) Sellers shall retain all accounts receivable arising out of the operation of the Business prior to the Closing and Purchaser shall purchase from Seller, and Seller shall assign to Purchaser at Closing and receive a credit for (i) retain all of Seller's current accounts receivable (i.e. accounts receivable arising out of the operation of the Business on and after the Closing. After the Closing, Purchaser and Sellers shall forward to the other party any funds which are aged not more than ninety (90) days) including, without limitation, all account receivables from credit card issuers and (ii) received by such party but relate to the accounts receivable of registered guests who the other party. Notwithstanding anything to the contrary stated herein, neither party shall have any responsibility to collect any of the other party’s accounts receivable. Sellers shall be responsible for any negative account receivable balances of customers that exist as of the Closing Date (including but not checked limited to those arising from overpayments, duplicate payments and credit memos as listed in Section 5.19 of the Disclosure Schedule). If a customer requests or requires Purchaser to honor any such Closing Date negative account receivable balance by crediting an amount due Purchaser for services rendered post-Closing, Purchaser shall promptly forward such information to Sellers, and Purchaser and Sellers shall cooperate in good faith in addressing such circumstances (e.g., by Sellers satisfying such negative account receivable balance through payment to the customer or Purchaser, or through some other mutually agreed on resolution). If the parties cannot agree on a mutually acceptable resolution and Purchaser reasonably believes that the negative account receivable balance is due the customer, then Purchaser shall have the right to credit the customer against amounts due Purchaser for services rendered post-Closing and, in addition to any other rights or remedies of Purchaser set forth herein (including rights to indemnification set forth in Article XI), Purchaser shall have the right to offset the amount of such bona fide negative account receivable balance from any funds that are received by Purchaser post-Closing in respect of accounts receivable arising out of the operation of the Business prior to the Apportionment Date and who are occupying rooms on the evening preceding the Closing Date. Such credit shall equal the amount of accounts receivable less (i) credit card charges, travel company charges and similar commissions and (ii) on all accounts receivable other than credit card receivables, a discount of five percent (5%). All other accounts receivable relating that would otherwise be forwarded to the Hotel in respect of the period prior to the Apportionment Date shall be for Seller's sole account, and Purchaser shall not be responsible to Seller for the same. Notwithstanding the foregoing, payments received by Purchaser that are identified as relating to accounts receivable not purchased by Purchaser shall be promptly turned over to Seller. (b) Any indebtedness, accounts payable, liabilities or obligations of any kind or nature related to Seller or the Property for the periods prior to and including the Apportionment Date shall be retained and paid by Seller, and Purchaser shall not be or become liable therefor, except as assumed Sellers by Purchaser pursuant to this AgreementSection 7.14(a). (b) After the Closing Date, Purchaser shall promptly forward to Sellers any invoices, bills, notices or requests for payments relating to any accounts payable or other accruals (other than Taxes) related to the Business arising prior to the Closing (“Pre-Closing Payables”). Promptly upon receipt, and in any event no later than the expiration of the period of time during which such Pre-Closing Payables may be paid by Sellers without the incurrence of any interest, penalty, late fee or other charge thereon (the “Penalty Date”), Sellers shall pay all such bona fide Pre-Closing Payables (it being understood that where any such Pre-Closing Payable is the subject of a bona fide good faith dispute between Sellers and the third party claiming such amount, Sellers may delay payment of such Pre-Closing Payable until such dispute is resolved). In the event Sellers shall fail to pay any bona fide Pre-Closing Payable (including any interest penalties, late fees or other charges thereon) within thirty (30) days after the Penalty Date (other than in the event of a bona fide good faith dispute as described above), upon thirty (30) days prior written notice to Sellers, if Purchaser reasonably believes that the ongoing failure to pay such bona fide Pre-Closing Payables is reasonably likely to result in damages to the operation of the Business, then Purchaser shall have the right to pay such bona fide Pre-Closing Payable on behalf of Sellers (including any interest, penalties, late fees or other charges thereon) and, in addition to any other rights or remedies of Purchaser set forth herein (including rights to indemnification set forth in Article XI), Purchaser shall have the right to offset the amount of such bona fide Pre-Closing Payable (including any interest penalties, late fees or other charges thereon) from any funds which are received by Purchaser post-Closing in -41- respect of accounts receivable arising out of the operation of the Business prior to the Closing which would otherwise be forwarded to Sellers by Purchaser pursuant to Section 7.14(a). 7.15.

Accounts Receivable; Accounts Payable. (a) Purchaser shall purchase from Seller, and Seller shall assign to Purchaser at Closing and receive a credit for (i) all of Seller's current All accounts receivable (i.e. accounts receivable which are aged not more than ninety (90) days) including, without limitation, all account receivables from credit card issuers and (ii) the accounts receivable of registered guests who have not checked out for revenue accrued prior to the Apportionment Date Time (“Owner’s Accounts Receivable”) shall belong to Owner. Owner (or Operator on Owner’s behalf) shall have the right to receive, collect, discharge and compromise all Owner Accounts Receivable. Following the Closing, Buyer shall forward to Owner any amounts received by Buyer on account of Owner’s Accounts Receivable, subject to the terms of this Section. Other than the foregoing, Buyer shall have no obligation with respect to any Owner’s Accounts Receivable, and Buyer shall not be required to take any legal proceeding or action to effect collection of any Owner’s Accounts Receivable on behalf of Owner. With regard to any payment made within the twelve (12) month period following Closing from any person or entity who are occupying rooms on the evening preceding the Closing Date. Such credit shall equal the amount of accounts receivable less (i) credit card charges, travel company charges and similar commissions and (ii) on all accounts receivable other than credit card receivables, a discount of five percent (5%). All other accounts receivable relating is indebted to the Hotel in or the Golf Course with respect of the period prior to both Owner’s Accounts Receivable and accounts receivable accruing subsequent to the Apportionment Date Time, if the periods to which such payments relate are not specifically identified by the payor, or are otherwise not readily discernible, such payment shall be applied first to the payment in full of any amounts due on accounts accruing subsequent to the Apportionment Time and then to Owner’s Accounts Receivable. The provisions of this Section 14.4(a) shall survive the Closing for Seller's sole account, a period of twelve (12) months and Purchaser shall not be responsible to Seller for merge with the same. Notwithstanding the foregoing, payments received by Purchaser that are identified as relating to accounts receivable not purchased by Purchaser shall be promptly turned over to Sellerprovisions of any closing documents. (b) Any indebtedness, accounts payable, liabilities or obligations of any kind or nature related to Seller Owner or the Property Assets for the periods prior to and including the Apportionment Date Time shall be retained and paid by SellerOwner, and Purchaser Buyer shall not be or become liable therefor, except as assumed by Purchaser to the extent Buyer receives a credit therefor at Closing or Buyer otherwise expressly assumes any such liability, account payable or obligation in writing pursuant to this Agreement. (c) Any indebtedness, accounts payable, liabilities or obligations of any kind or nature related to Buyer or the Assets for the periods from and after the Apportionment Time shall be retained and paid by Buyer, and Owner shall not be or become liable therefor. (d) The provisions of Section 14.4(b) and Section 14.4(c) shall survive the Closing and shall not merge with the provisions of any closing documents.