Common use of Accounts Receivable; Accounts Payable Clause in Contracts

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 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 any accounts not collected by Purchaser within ninety (90) days following the Closing Date may be pursued directly by Seller. With regard to any collection made from 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 any amounts due to the Purchaser on accounts for the period subsequent to the Apportionment Date and then to amounts due for the period ending on and including the Apportionment Date. (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) All Sellers shall retain all accounts receivable (other than arising out of the Current Ledger) for operation of the period ending Business prior to the Closing and Purchaser shall retain all accounts receivable arising out of the operation of the Business on and including after the Apportionment Date Closing. After the Closing, Purchaser and Sellers shall belong forward to Sellerthe other party any funds which are received by such party but relate to the accounts receivable of the other party. Notwithstanding anything to the contrary stated herein, but Seller neither party shall not attempt have any responsibility to collect such any of the other party’s accounts receivable unless requested to do so by Purchaserreceivable. A list of all such accounts receivable (other than the Current Ledger) Sellers shall be presented responsible for any negative account receivable balances of customers that exist as of the Closing Date (including but not limited to those arising from overpayments, duplicate payments and be initialed 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 and Seller at Closing. Following for services rendered post-Closing, Purchaser shall use promptly forward such information to Sellers, and Purchaser and Sellers shall cooperate in good faith efforts toward in addressing such circumstances (e.g., by Sellers satisfying such negative account receivable balance through payment to the collection of such accounts receivablecustomer or Purchaser, but 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 no responsibility the right to credit the customer against amounts due Purchaser for services rendered post-Closing and, in addition to any other rights or liability with regard 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 nor be expected arising out of the operation of the Business prior to incur any cost with respect to such collections. Purchaser shall provide monthly collection reports to Seller, and any accounts not collected by Purchaser within ninety (90) days following the Closing Date may that would otherwise be pursued directly by Seller. With regard forwarded to any collection made from 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 any amounts due to the Purchaser on accounts for the period subsequent to the Apportionment Date and then to amounts due for the period ending on and including the Apportionment Date. (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 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) 10.4.1 All accounts receivable (other than the Current Ledger) for the period ending on and including as of the Apportionment Date Time shall belong to Seller, but . Seller shall not attempt have the right to collect such accounts receivable unless requested to do so by Purchaser. A list of receive, collect, discharge and compromise all such accounts receivable (other than the Current Ledger) shall be presented to and be initialed by Purchaser and Seller at Closingreceivable. Following the Closing, Purchaser shall use good faith efforts toward the collection promptly forward to Seller any amounts received by Purchaser on account of such accounts receivable, but subject to the terms of this paragraph. Other than the foregoing, Purchaser shall have no responsibility or liability with regard to such accounts receivable nor be expected to incur any cost obligation with respect to any such collections. account, and Purchaser shall provide monthly not be required to take any legal proceeding or action to effect collection reports to Seller, and any accounts not collected by Purchaser within ninety (90) days following the Closing Date may be pursued directly by on behalf of Seller. With regard to any collection payment made within the 24 month period following Closing from any person or entity who is indebted to the facilities operating on the Real Property both with respect to accounts receivable for the period ending accruing on and including or before the Apportionment Date Time and with respect to accounts receivable for the period accruing subsequent to the Apportionment DateTime, if the periods to which such payments relate are not specifically identified by the payor, such collection payment shall be applied first to the payment in full of any amounts due to the Purchaser on accounts for the period accruing subsequent to the Apportionment Date Time and then to amounts due for the period ending to Seller on and including accounts accruing on or before the Apportionment DateTime. (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 explicitly assumed by to the extent Purchaser receives a credit therefor at Closing or otherwise assumes such liabilities pursuant to this Agreement.. 10.5

Accounts Receivable; Accounts Payable. (a) 13.4.1 All accounts receivable (other than the Current Ledger) for the period ending on and including originating prior to 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 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 Seller shall provide monthly be entitled to undertake its own collection reports efforts with respect to Seller, and any such accounts not collected by Purchaser within ninety (90) days following the Closing Date may be pursued directly by Sellerreceivable. With regard to any collection made from any person or entity who is indebted to the Property both with respect to accounts receivable for the period ending on and including accruing prior to the Apportionment Date and to accounts receivable for the period accruing subsequent to the Apportionment Date, any such collection that is undesignated shall be applied first to the payment in full of any amounts due to the Purchaser on accounts for the period accruing subsequent to the Apportionment Date and then to amounts due for the period ending to Seller on and including 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 applied to the payment 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 explicitly 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) All Sellers shall retain all accounts receivable (other than arising out of the Current Ledger) for operation of the period ending Business prior to the Closing and Purchaser shall retain all accounts receivable arising out of the operation of the Business on and including after the Apportionment Date Closing. After the Closing, Purchaser and Sellers shall belong forward to Sellerthe other party any funds which are received by such party but relate to the accounts receivable of the other party. Notwithstanding anything to the contrary stated herein, but Seller neither party shall not attempt have any responsibility to collect such any of the other party’s accounts receivable unless requested to do so by Purchaserreceivable. A list of all such accounts receivable (other than the Current Ledger) Sellers shall be presented responsible for any negative account receivable balances of customers that exist as of the Closing Date (including but not limited to those arising from overpayments, duplicate payments and be initialed 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 and Seller at Closing. Following for services rendered post-Closing, Purchaser shall use promptly forward such information to Sellers, and Purchaser and Sellers shall cooperate in good faith efforts toward in addressing such circumstances (e.g., by Sellers satisfying such negative account receivable balance through payment to the collection of such accounts receivablecustomer or Purchaser, but 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 no responsibility the right to credit the customer against amounts due Purchaser for services rendered post-Closing and, in addition to any other rights or liability with regard 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 nor arising out of the operation of the Business prior to the Closing that would otherwise be expected forwarded to incur any cost with respect to such collections. Purchaser shall provide monthly collection reports to Seller, and any accounts not collected Sellers by Purchaser within ninety (90) days following the Closing Date may be pursued directly by Seller. With regard pursuant to any collection made from 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 any amounts due to the Purchaser on accounts for the period subsequent to the Apportionment Date and then to amounts due for the period ending on and including the Apportionment Datethis 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 explicitly assumed forwarded to Sellers by Purchaser pursuant to this AgreementSection 7.14(a).

Accounts Receivable; Accounts Payable. (a) All accounts receivable (other than Notwithstanding any provisions herein to the Current Ledger) for the period ending on contrary, Seller and including the Apportionment Date its Affiliates shall belong to Seller, but Seller shall not attempt to collect such accounts receivable unless requested to do so by Purchaser. A list of retain 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 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 rights with respect to such collections. Purchaser shall provide monthly collection reports to Seller, and any accounts not collected by Purchaser within ninety (90) days following Accounts Receivable that arise from the Closing Date may be pursued directly by Seller. With regard to any collection made from any person or entity who is indebted conduct of the Business prior to the Property both Effective Time. To the extent that any amounts with respect to accounts receivable for Accounts Receivable that arise from the period ending on and including conduct of the Apportionment Date and to accounts receivable for the period subsequent Business prior to the Apportionment DateEffective Time are received by Purchaser or any of its Affiliates on or after the Effective Time, then Purchaser or such collection Affiliate shall be applied first 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 received by Seller or any of its Affiliates, then Seller or such Affiliate shall remit to the payment Company such amounts in full accordance with the terms of any amounts due to the Purchaser on accounts for Transition Services Agreement and, after expiration or termination of the period subsequent to the Apportionment Date and then to amounts due for the period ending on and including the Apportionment DateTransition 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 explicitly 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 revenue accrued prior to the Apportionment Date Time (“Owner’s Accounts Receivable”) shall belong to SellerOwner. Owner (or Operator on Owner’s behalf) shall have the right to receive, but Seller collect, discharge and compromise all Owner Accounts Receivable. Following the Closing, Buyer shall not attempt forward to collect such accounts receivable unless requested Owner any amounts received by Buyer on account of Owner’s Accounts Receivable, subject to do so by Purchaserthe terms of this Section. A list of all such accounts receivable (other Other than the Current Ledger) shall be presented to and be initialed by Purchaser and Seller at Closing. Following Closingforegoing, Purchaser shall use good faith efforts toward the collection of such accounts receivable, but Purchaser Buyer shall have no responsibility or liability with regard to such accounts receivable nor be expected to incur any cost obligation with respect to such collections. Purchaser shall provide monthly collection reports to Sellerany Owner’s Accounts Receivable, and Buyer shall not be required to take any accounts not collected by Purchaser within ninety (90) days following the Closing Date may be pursued directly by Sellerlegal proceeding or action to effect collection of any Owner’s Accounts Receivable on behalf of Owner. With regard to any collection payment made within the twelve (12) month period following Closing from any person or entity who is indebted to the Property both Hotel or the Golf Course with respect to both Owner’s Accounts Receivable and accounts receivable for the period ending on and including the Apportionment Date and to accounts receivable for the period accruing subsequent to the Apportionment DateTime, if the periods to which such payments relate are not specifically identified by the payor, or are otherwise not readily discernible, such collection payment shall be applied first to the payment in full of any amounts due to the Purchaser on accounts for the period accruing subsequent to the Apportionment Date Time and then to amounts due Owner’s Accounts Receivable. The provisions of this Section 14.4(a) shall survive the Closing for a period of twelve (12) months and shall not merge with the period ending on and including the Apportionment Dateprovisions 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 explicitly 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.

Accounts Receivable; Accounts Payable. (a) 10.4.1 All accounts receivable (other than the Current Ledger) for the period ending on and including as of the Apportionment Date Time shall belong to Seller, but . Seller shall not attempt have the right to collect such accounts receivable unless requested to do so by Purchaser. A list of receive, collect, discharge and compromise all such accounts receivable (other than the Current Ledger) shall be presented to and be initialed by Purchaser and Seller at Closingreceivable. Following the Closing, Purchaser shall use good faith efforts toward the collection promptly forward to Seller any amounts received by Purchaser on account of such accounts receivable, but subject to the terms of this paragraph. Other than the foregoing, Purchaser shall have no responsibility or liability with regard to such accounts receivable nor be expected to incur any cost obligation with respect to any such collections. account, and Purchaser shall provide monthly not be required to take any legal proceeding or action to effect collection reports to Seller, and any accounts not collected by Purchaser within ninety (90) days following the Closing Date may be pursued directly by on behalf of Seller. With regard to any collection payment made within the 24 month period following Closing from any person or entity who is indebted to the facilities operating on the Real Property both with respect to accounts receivable for the period ending accruing on and including or before the Apportionment Date Time and with respect to accounts receivable for the period accruing subsequent to the Apportionment DateTime, if the periods to which such payments relate are not specifically identified by the payor, such collection payment shall be applied first to the payment in full of any amounts due to the Purchaser on accounts for the period accruing subsequent to the Apportionment Date Time and then to amounts due for the period ending to Seller on and including accounts accruing on or before the Apportionment DateTime. (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 explicitly assumed by to the extent Purchaser receives a credit therefor at Closing or otherwise assumes such liabilities pursuant to this Agreement.