Accounts Receivable (Other than Guest Ledger). (i) On the Closing Date, the Seller shall assign to the Buyer all Accounts Receivable that are 90 days or less past due as of the Closing (the “Assigned Accounts Receivable”), the Buyer shall pay to the Seller an amount equal to 100% of all Accounts Receivable that are 90 days or less past due as of the Closing Date and shall not credit to the Seller any amounts for Accounts Receivable more than 90 days past due as of the Closing Date. The Buyer shall have the sole right to collect and retain all such Assigned Accounts Receivable. If any Assigned Accounts Receivable are paid to the Seller after the Closing, the Seller shall pay to the Buyer the amounts received by the Seller within 10 days after receipt of such amounts without any commission or deduction for the Seller. (ii) After the Closing, the Seller shall retain the right to collect all Accounts Receivable other than the Guest Ledger which is addressed in subsection 10.3(a), and the Assigned Accounts Receivable, which is addressed in subsection 10.3(b)(i) (such retained Accounts Receivable, the “Retained Accounts Receivable”). The Seller shall not receive a credit for the Retained Accounts Receivable. The Seller shall have the sole right to collect the Retained Accounts Receivable. If any Retained Accounts Receivable are paid to the Buyer after the Closing, the Buyer shall pay to the Seller the amounts received by the Buyer within 10 days after receipt of such amounts without any commission or deduction for the Buyer. (iii) The Accounts Receivable addressed in this subsection 10.3(b) shall not include the Guest Ledger, which is addressed in subsection 10.3(a). (iv) The parties’ obligations under this subsection 10.3(b) shall survive the Closing.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Interstate Hotels & Resorts Inc), Purchase and Sale Agreement (Interstate Hotels & Resorts Inc), Purchase and Sale Agreement (Interstate Hotels & Resorts Inc)
Accounts Receivable (Other than Guest Ledger). (i) On the Closing DateAt Closing, the Seller shall assign to the Buyer receive a credit for all Accounts Receivable that (other than the Guest Ledger which is addressed in Section 11.3.1) in an amount equal to the Accounts Receivable which are 90 unpaid for not more than thirty (30) days or less past due as of the Closing (the “Assigned Current Accounts Receivable”), the Buyer and Purchaser shall pay be entitled to the Seller an amount equal to 100% of all Accounts Receivable that are 90 days or less past due as of the Closing Date and shall not credit to the Seller any amounts collected for Accounts Receivable more than 90 days past due as of the Closing Date. The Buyer shall have the sole right to collect and retain all such Assigned Current Accounts Receivable. If any Assigned Accounts Receivable are paid to the Seller after the Closing, the Seller shall pay to the Buyer the amounts received by the Seller within 10 days after receipt of such amounts without any commission or deduction for the Seller.
(ii) After the Closing, the Seller shall retain the right to collect all Accounts Receivable other that are unpaid for more than the Guest Ledger which is addressed in subsection 10.3(a), and the Assigned Accounts Receivable, which is addressed in subsection 10.3(b)(ithirty (30) days (such retained Accounts Receivable, the “Retained Accounts ReceivableAging Receivables”). The Seller Purchaser shall not receive a credit at Closing for the Retained Accounts ReceivableAging Receivables or items otherwise prorated between the Parties pursuant to this Article 11. The Purchaser shall cooperate with (and direct Manager to cooperate with) Seller in collecting the Aging Receivables, at no cost or expense to Purchaser (or Manager) other than any de minimis cost and expense or any cost or expense which Seller agrees in writing to reimburse, it being understood and agreed that (a) Purchaser has no obligation to file a lawsuit or to litigate any such claim with, or on behalf of, Seller, but agrees to cooperate with the reasonable requests of Seller in the event that Seller commences any litigation or collection proceeding and (b) Purchaser shall have the sole no right to collect terminate any contract in connection with its collection of Aging Receivables after the Retained Accounts ReceivableClosing Date. If any Retained Accounts Receivable Aging Receivables are paid to the Buyer Purchaser after the Closing, the Buyer Purchaser shall pay to the Seller the amounts received by the Buyer Purchaser within 10 ten (10) days after receipt of such amounts amounts, without any commission or deduction for Purchaser; provided that if the Buyer.
(iii) The payor of Aging Receivables has any Current Accounts Receivable, any funds received from such payor shall be applied, first, to any Current Accounts Receivable addressed in this subsection 10.3(b) shall not include the Guest Ledgerand, which is addressed in subsection 10.3(a)then, to any Aging Receivables.
(iv) The parties’ obligations under this subsection 10.3(b) shall survive the Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Ashford Hospitality Trust Inc)
Accounts Receivable (Other than Guest Ledger). (i) On the Closing Date, the Date Seller shall assign to the Buyer all Accounts Receivable that are 90 60 days or less past due as of the Closing (the “Assigned Accounts Receivable”), the Buyer shall pay to the Seller an amount equal to 100% of all Accounts Receivable that are 90 30 days or less past due as of the Closing Date Date; 50% of all Accounts Receivable that are 31-60 days past due as of the Closing Date; and shall not credit to the Seller any amounts for Accounts Receivable more than 90 60 days past due as of the Closing Date. The Buyer shall have the sole right to collect and retain all such Assigned Accounts Receivable. If any Assigned Accounts Receivable are paid to the Seller after the Closing, the Seller shall pay to the Buyer the amounts received by the Seller within 10 days after receipt of such amounts without any commission or deduction for the Seller.
(ii) After the Closing, the Seller shall retain the right to collect all Accounts Receivable other than the Guest Ledger which is addressed in subsection Section 10.3(a), and the Assigned Accounts Receivable, which is addressed in subsection Section 10.3(b)(i) (such retained Accounts Receivable, the “Retained Accounts Receivable”). The Seller shall not receive a credit for the Retained Accounts Receivable. The Seller shall have the sole right to collect the Retained Accounts Receivable. If any Retained Accounts Receivable are paid to the Buyer after the Closing, the Buyer shall pay to the Seller the amounts received by the Buyer within 10 ten (10) days after receipt of such amounts without any commission or deduction for the Buyer.
(iii) Buyer acknowledges and agrees that after the Closing, the receivable related to the Mina Group Note shall remain an asset of Seller and Seller shall have the sole and exclusive right to pursue the collection thereof. Seller agrees with Buyer that it shall not exercise its rights with respect to the “Collateral” under the Mina Group Security Agreement in connection with the collection of the Mina Group Note.
(iv) The Accounts Receivable addressed in this subsection Section 10.3(b) shall not include the Guest Ledger, which is addressed in subsection Section 10.3(a)).
(ivv) The parties’ obligations under this subsection Section 10.3(b) shall survive the Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Hotels & Resorts, Inc)
Accounts Receivable (Other than Guest Ledger). (i) On the Closing Date, Date (x) the Seller shall assign to the Buyer all Accounts Receivable that are 90 120 days or less past due as of the Closing (the “Assigned Accounts Receivable”), and (y) the Buyer shall pay to the Seller an amount equal to 100the sum of (A) 95% of all Accounts Receivable that are 90 60 days or less past due as of the Closing Date and (B) 90% of all other Assigned Accounts Receivable based on a certified Accounts Receivable report to be delivered by Seller at Closing. There shall not be no credit to the Seller for any amounts for Accounts Receivable more than 90 120 days past due as of the Closing Date. The Buyer shall have the sole right to collect and retain all such Assigned Accounts Receivable. If any Assigned Accounts Receivable are paid to the Seller after the Closing, the Seller shall pay to the Buyer the amounts received by the Seller within 10 days after receipt of such amounts without any commission or deduction for the Seller.
(ii) After the Closing, the Seller shall retain the right to collect all Accounts Receivable other than the Guest Ledger which is addressed in subsection 10.3(a), and the Assigned Accounts Receivable, which is addressed in subsection 10.3(b)(i) (such retained Accounts Receivable, the “Retained Accounts Receivable”). The Seller shall not receive a credit for the Retained Accounts Receivable. The Seller shall have the sole right to collect the Retained Accounts Receivable. If any Retained Accounts Receivable are paid to the Buyer after the Closing, the Buyer shall pay to the Seller the amounts received by the Buyer within 10 ten (10) days after receipt of such amounts without any commission or deduction for the Buyer.
(iii) The Accounts Receivable addressed in this subsection 10.3(b) shall not include the Guest Ledger, which is addressed in subsection 10.3(a)).
(iv) The parties’ obligations under this subsection 10.3(b) shall survive the ClosingClosing without limitation.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Interstate Hotels & Resorts Inc)