Common use of Assigned Operating Agreements Clause in Contracts

Assigned Operating Agreements. (a) All income and expenses with respect to the assigned Operating Agreements will be prorated as of the Closing Date (with income and expenses for the Closing Date and thereafter to be allocated to Buyer). There shall be added to the amount due to Sellers at Closing, on the Closing Statement, the amount of any amounts paid by Sellers under any Operating Agreements attributable to periods including and after the Closing Date, and there shall be deducted from the amount due Sellers at Closing, on the Closing Statement, any such amounts paid to and collected by Sellers under any Operating Agreements attributable to periods including and after the Closing Date. (b) Sellers shall be responsible for all management fees and other amounts payable or reimbursable under the Assumed Management Agreements that accrue for the period prior to the Closing Date, including, without limitation, any accrued incentive fees under the Assumed Management Agreements. Buyer shall be responsible for all management fees and other amounts payable or reimbursable under the Assumed Management Agreements that accrue for the period from and after the Closing Date, including, without limitation, any incentive fees that accrue to the period from and after the Closing Date under the Assumed Management Agreements.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (CNL Hotels & Resorts, Inc.), Purchase and Sale Agreement (Ashford Hospitality Trust Inc)

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Assigned Operating Agreements. (a) All income and expenses with respect to the assigned Operating Agreements will be prorated as of the Closing Date (with income and expenses for the Closing Date and thereafter to be allocated to Buyer). There shall be added to the amount due to Sellers at Closing, on the Closing Statement, the amount of any amounts paid by Sellers under any Operating Agreements attributable to periods including and after the Closing Date, and there shall be deducted from the amount due Sellers at Closing, on the Closing Statement, any such amounts paid to and collected by Sellers under any Operating Agreements attributable to periods including and after the Closing Date. (b) Sellers shall be responsible for all management fees and other amounts payable or reimbursable under the Assumed Management Agreements that accrue for the period prior to the Closing Date, including, without limitation, any accrued incentive fees under the Assumed Management Agreements. Buyer shall be responsible for all management fees and other amounts payable or reimbursable under the Assumed Management Agreements that accrue for the period from and after the Closing Date. (c) Rent under the Ground Lease shall be prorated at Closing. Sellers shall be responsible for all rent under the Ground Lease for the period prior to the Closing Date, including, without limitation, any incentive fees that accrue to and Buyer shall be responsible for all rent under the Ground Lease for the period from and after the Closing Date under the Assumed Management AgreementsDate.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Ashford Hospitality Trust Inc)

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Assigned Operating Agreements. (a) All income and expenses with respect to the assigned Operating Agreements will be prorated as of the Closing Date (with income and expenses for the Closing Date and thereafter to be allocated to Buyer). There shall be added to the amount due to Sellers at Closing, on the Closing Statement, the amount of any amounts paid by Sellers under any Operating Agreements attributable to periods including and after the Closing Date, and there shall be deducted from the amount due Sellers at Closing, on the Closing Statement, any such amounts paid to and collected by Sellers under any Operating Agreements attributable to periods including and after the Closing Date. . (b) Sellers shall be responsible for all management fees and other amounts payable or reimbursable under the Assumed Management Agreements that accrue for the period prior to the Closing Date, including, without limitation, any accrued incentive fees under the Assumed Management Agreements. Buyer shall be responsible for all management fees and other amounts payable or reimbursable under the Assumed Management Agreements that accrue for the period from and after the Closing Date, including, without limitation, any incentive fees that accrue to the period from and after the Closing Date under the Assumed Management Agreements.

Appears in 1 contract

Samples: Purchase and Sale Agreement

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