Operating Expenses and Trade Accounts. At Closing, Seller shall receive a credit for all unconsumed portions of prepaid expenses; provided, Seller shall, concurrently with the delivery of the Preliminary Closing Statement, deliver to Purchaser a certified list of all prepaid expenses which, subject to Sections 5.4 and 5.5, Seller shall represent and warrant to be a materially true, correct and complete list thereof. Seller shall be responsible for all operating expenses and trade accounts of the Hotel (including, without limitation, charges and fees payable under the Hotel Contracts and all hotel/motel sales and occupancy taxes, but excluding Sales Taxes) up to and including the Cut-Off Time; provided, however, that Purchaser shall be responsible for all purchase orders (“Purchase Orders”) made by Seller in the Ordinary Course of Business for Expendables and/or Consumables not delivered to the Hotel as of the Closing Date and Seller shall be responsible for all Purchaser Orders for Expendables and/or Consumables which are delivered to the Hotel prior to the Closing Date; provided, further, Seller shall, concurrently with the delivery of the Preliminary Closing Statement, deliver to Purchaser a certified list of all Purchase Orders with liabilities in excess of Ten Thousand and No/100 Dollars ($10,000.00) which Seller shall, subject to Sections 5.4 and 5.5, represent and warrant to be a materially true, correct and complete list thereof. All operating expenses and trade accounts accruing after the Cut-Off Time (“Post-Closing Expenses”) shall be the responsibility of Purchaser and Purchaser agrees to indemnify, defend and hold Seller harmless from and against any Claims or other matters relating to (i) the Purchase Orders, and (ii) the Post-Closing Expenses.
Operating Expenses and Trade Accounts. Seller shall be responsible for all operating expenses and trade accounts relating to the Property (including charges and fees under the Contracts, (subject to Section 4.5 below in respect of the Construction Contracts)) up to and including 11:59 P.M. on the night preceding the Closing Date. Seller shall pay such amounts in the ordinary course of business up to the Closing Date, and to the extent any outstanding balances are then known at the Closing Date, pay same at the Closing. Seller agrees to indemnify and hold harmless Purchaser from and against any claim, loss, damage or liability (including reasonable attorneys’ fees and costs of enforcement of the foregoing indemnification obligation) arising out of Seller’s failure to pay to pay such amounts (including, without limitation, any due and unpaid amounts under the Contracts), which obligation of indemnification, the Seller hereby covenants and agrees, shall expressly survive the Closing.
Operating Expenses and Trade Accounts. Subject to Purchaser’s obligations set forth in Section 2.4, Seller shall be responsible for all operating expenses and trade accounts of the Property (including charges and fees under the Contracts) up to and including 11:59 P.M. on the night preceding the Closing Date (the “Cut-Off Time”). Seller agrees to indemnify and hold harmless Purchaser from and against any claim, loss, damage or liability (including, without limitation, reasonable attorneys’ fees and costs of enforcement of the foregoing indemnification obligation) arising out of Seller’s failure to pay such amounts.
Operating Expenses and Trade Accounts. Seller shall be responsible for all operating expenses and trade accounts of the Property (including charges and fees payable under the Hotel Contracts) up to and including the Cut-Off Time. To the extent the amounts of such items are then known, Seller shall pay such items at Closing and shall pay the balance of such amounts in the ordinary course of business but in no event later than 45 days after the Closing Date. Seller agrees to indemnify and hold Purchaser harmless for and against any such amounts. Purchaser shall assume responsibility for purchase orders made by Seller in the ordinary course of business for Expendables or Consumables not delivered to the Hotel as of the Closing Date.
Operating Expenses and Trade Accounts. The Sellers shall be responsible for all operating expenses and trade accounts of the Properties (including charges and fees payable under the Hotel Contracts) up to and including the Adjustment Point. To the extent the amounts of such items are then known, the Sellers shall pay such items at Closing and shall pay the balance of such amounts in the ordinary course of business but in no event later than thirty (30) days after receipt of an invoice therefor. Purchaser shall assume responsibility for purchase orders made by the Sellers in the ordinary course of business for Food and Beverage, Operating Supplies and Equipment and Consumables not delivered to the applicable Hotel as of the Closing Date. Purchaser shall be deemed to have assumed any and all operating expenses and trade accounts to the extent Purchaser shall have received a credit therefor under this Section 6.1.
Operating Expenses and Trade Accounts. Seller shall be responsible for all operating expenses and trade accounts of the Property up to and including 11:59 P.M. on the night preceding the Closing Date (the "Cut-Off Time"). To the extent the amounts of such items are then known, Seller shall pay such items at Closing and shall pay the balance of such amounts in the ordinary course of business. Seller agrees to indemnify and hold harmless Purchaser from and against any claim, loss, damage or liability (including reasonable attorneys' fees and costs of enforcement of the foregoing indemnification obligation) arising out of Seller's failure to pay such amounts. Purchaser agrees to indemnify and hold harmless Seller from and against any claim, loss, damage or liability (including reasonable attorneys' fees and costs of enforcement of the foregoing indemnification obligation) arising out of Purchaser's failure to pay any such amounts for operating expenses and trade accounts of the Property after the Cut-Off Time. The provisions of this Section 6.7 shall survive the Closing.
Operating Expenses and Trade Accounts. Sellers shall be responsible for all operating expenses and trade accounts of the Hotels (including, without limitation, charges and fees payable under the Hotel Contracts and all hotel/motel sales and occupancy Taxes) accruing up to and including the Cut-Off Time. To the extent the amounts of such items are then known, Sellers shall pay the net amount of such items at the Closing. All operating expenses and trade accounts accruing after the Cut-Off Time shall be the responsibility of Purchaser.
Operating Expenses and Trade Accounts. Seller shall be responsible for all operating expenses and trade accounts of the Property (including charges and fees payable under the Hotel Contracts) up to and including the Cut-Off Time. To the extent the amounts of such items are then known, Seller shall pay such items at Closing and shall pay the balance of such amounts in the ordinary course of business consistent with past practices, but in no event later than forty-five (45) days after the Closing Date. Purchaser shall assume responsibility for purchase orders made by Seller prior to the Closing Date in the ordinary course of business consistent with past practices for Expendables or Consumables not delivered to the Hotel as of the Closing Date. Purchaser shall be deemed to have assumed any and all operating expenses and trade accounts to the extent Purchaser shall have received a credit therefor under this Section 6.02. All prepaid expenses shall be credited to Seller.
Operating Expenses and Trade Accounts. Seller shall be responsible for all liabilities, obligations, operating expenses and trade accounts related to the Club Facilities incurred by Seller (including all charges and fees payable, if any, under the Club Contracts and all amounts, if any, payable to third-party contractors and other parties for any additions, alterations or improvements to the Club Facilities whether completed before or to be completed after the Closing Date) up to the Closing Date (the “Payables”) and a list of such Payables is attached hereto as Exhibit 6.2(e). To the extent the amounts of such items for which Seller is responsible are then known, Seller shall pay such Payables as of the Closing Date for all Taxes, and any other Payables, which if the same were not paid, would create a lien on the Club Facilities or would materially adversely affect Purchaser’s ability to operate the Club Facilities as they are currently being operated. Seller shall pay all other Payables in due course. All liabilities, obligations, operating expenses and trade accounts accruing after the Closing Date (“Post-Closing Expenses”) which are not the responsibility of Seller as otherwise provided under this Agreement shall be the responsibility of Purchaser.
Operating Expenses and Trade Accounts. Seller shall be responsible for all operating expenses and trade accounts relating to the Property (including charges and fees under the Contracts) up to and including 11:59 P.M. on the night preceding the Closing Date. Seller shall pay such amounts in the ordinary course of business up to the Closing Date, and to the extent any outstanding balances are then known at the Closing Date, pay same at the Closing. Seller agrees to indemnify and hold harmless Purchaser from and against any claim, loss, damage or liability (including reasonable attorneys’ fees and costs of enforcement of the foregoing indemnification obligation) arising out of Seller’s failure to pay such amounts (including, without limitation, any due and unpaid amounts under the Contracts) which obligation of indemnification, the Seller hereby covenants and agrees, shall expressly survive the Closing, for a period of twelve (12) months thereafter.
