Hotel Matters. Purchaser shall receive a credit for: (i) deposits and other advance payments, if any, under Bookings for Hotel facilities for the period after Closing that remain in effect as of Closing; (ii) commissions due to travel agencies, online travel agencies, credit and referral organizations for any Bookings related to the period prior to Closing and (iii) all outstanding gift certificates, vouchers, trade-outs and similar items for free or discounted use of any of the Hotel rooms or other activities or services (collectively, “Vouchers”) issued specifically for use at the Hotel, in an amount equal to (A) twenty percent (20%) of the face value thereof (where a face value exists) if such Voucher was sold as a gift card or gift certificate from January 1, 2013 through the Closing Date, (B) five percent (5%) of the face value thereof (where a face value exists) if such Voucher was sold as a gift card or gift certificate from January 1, 2011 through December 31, 2011, or (C) two percent (2%) of the face value thereof (where a face value exists) if such Voucher was sold as a gift card or gift certificate from January 1, 2010 through December 31, 2010. To the extent a Voucher does not include a face value, such Voucher will be valued pursuant to Exhibit U attached hereto. Seller shall receive a credit for (x) coin machine, telephone, washroom and checkroom income relating to the period prior to the Cut Off Time and (y) commissions paid by Seller to any travel agencies, online travel agencies, or other referral organization prior to Closing with respect to any Bookings related to the period after Closing. Purchaser shall assume all ordinary course purchase orders for Consumables and Inventory to be delivered after Closing and credit Seller for any prepayments thereunder.
Hotel Matters. (a) The Properties are not subject to equipment leases or any other similar leases or agreements, except for Permitted Equipment Leases, SRO Arrangements and the Operating Leases.
Hotel Matters. (a) Except with respect to the Franchise Agreement, the Property is not subject to any Hotel Brand Agreements. The Franchise Agreement has not been amended, restated, supplemented or otherwise modified, is in full force and effect and there is no default thereunder
Hotel Matters. The Hotel Management Agreement is in full force and effect and to Borrower’s knowledge, there is no event of default thereunder (beyond all applicable notice and cure periods) by any party thereto and, no event has occurred that, with the passage of time and/or giving of notice, would constitute an event of default thereunder. As of the date hereof, no management fees under the Hotel Management Agreement are due and payable and now delinquent, and neither Mortgage Borrower nor Hotel Lessee, as of the Closing Date, has any obligations to undertake any capital improvement projects with respect to the Property or otherwise upgrade or alter the Property in any material respect in order to comply with any obligations under the Hotel Management Agreement (in connection with a “property improvement plan” under the Hotel Management Agreement or otherwise). The Hotel Management Agreement represents the full and complete terms and provisions of the contracts entered into between the Hotel Manager and Hotel Lessee (as successor-in-interest to Mortgage Borrower) which are in effect as of the date hereof, and there are no other amendments, modifications, or other agreements relating thereto. There are no management or similar agreements affecting the Hotel Unit other than the Hotel Management Agreement, and there are no other fee or payment arrangements in connection with the management rights for the Hotel Unit except as set forth in the Hotel Management Agreement.
Hotel Matters. Purchaser shall receive a credit for: (i) advance payments, if any, under Bookings for Hotel facilities on or after the Closing Date, and (ii) any outstanding "gift certificates" or other commitments for free rooms or services issued by the Hotel for which Seller has been paid and which may be cashed-in or called after the Closing, a list of which shall be delivered by Seller to Purchaser at the Closing. Seller shall receive a credit for coin machine, telephone, washroom, and checkroom income relating to the period prior to the Cut-off Time.
Hotel Matters. Purchaser shall receive a credit for: (i) advance payments or deposits, if any, made pursuant to any Bookings, and (ii) all outstanding “gift certificates” or other commitments issued for any use of the Hotel facilities including, without limitation, rooms and food and beverage and any commitments made for the free use of any Hotel facilities (in an amount equal to the face value thereof, if known, or if not, in an amount equal to the average daily rate for the twelve (12) month period preceding the Closing Date). Seller shall receive a credit for coin machine, telephone, washroom, and checkroom income relating to the period prior to the Cut-off Time.
Hotel Matters. Purchaser shall receive a credit for: (i) deposits and other advance payments, if any, under Bookings for Hotel facilities for the period after Closing that remain in effect as of Closing; (ii) commissions due to travel agencies, online travel agencies, credit and referral organizations for any Bookings related to the period prior to Closing and (iii) all outstanding gift certificates, vouchers, trade-outs and similar items for free or discounted use of any of the Hotel rooms or other activities or services (collectively, “Vouchers”) issued specifically for use at the Hotel, in an amount equal to one hundred percent (100%) of the face value thereof if such Voucher was sold as a gift card or gift certificate. Seller shall receive a credit for (x) coin machine, telephone, washroom and checkroom income relating to the period prior to the Cut Off Time and (y) commissions paid by Seller to any travel agencies, online travel agencies, or other referral organization prior to Closing with respect to any Bookings related to the period after Closing. Purchaser shall assume all ordinary course purchase orders for Consumables and Inventory to be delivered after Closing and credit Seller for any prepayments thereunder.
Hotel Matters. (a) The Company has, except as set forth in Section 3.26(a) of the Company Disclosure Letter, timely and correctly accounted for any and all customer deposits and any and all guest related charge backs in all material respects, pursuant to the laws of the applicable jurisdiction.
Hotel Matters. Purchaser shall receive a credit for: (i) advance payments, if any, under Bookings for Hotel facilities that remain in effect as of Closing; (ii) a prorata share, based on the period each party owned or will own the Hotel, of any upfront fees or payments made to Seller or the Hotel pursuant to an agreement for audio-visual services at the Hotel, based on the remaining term of any such agreement and (iii) commissions due to credit and referral organizations for any Bookings related to the period prior to Closing. Seller shall receive a credit for (x) coin machine, telephone, washroom and checkroom income relating to the period prior to the Cut-Off Time and (y) commissions paid by Seller to any travel agent or other referral organization prior to Closing with respect to any Bookings related to the period after Closing. Purchaser shall assume all ordinary course purchase orders for Consumables and Inventory to be delivered after Closing and credit Seller for any prepayments thereunder.
Hotel Matters. (a) Borrower has delivered to Lender correct and complete copies of any existing Equipment Leases affecting the Property. Any such Equipment Leases (i) were entered into on commercially reasonable terms as and conditions in the ordinary course of Borrower’s or Operating Lessee’s business and (ii) relate to Personal Property which is (A) used in connection with the operation and maintenance of the Property in the ordinary course of Borrower’s or Operating Lessee’s business and (B) readily replaceable without material interference or interruption to the operation of the Property.
