Common use of Operating Expenses and Trade Accounts Clause in Contracts

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. 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, which 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 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 Two Hundred and No/100 Dollars ($10,000.00200.00) which Seller shall, subject to Sections 5.4 and 5.5, shall 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 or (ii) the Post-Closing Expenses.

Operating Expenses and Trade Accounts. At Closing, Seller shall receive received 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 Transferred Property (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 ordinary course of Business business for Expendables and/or or Consumables not delivered to the Hotel as of the Closing Date Date. To the extent the amounts of such items are then known, Seller shall pay such items at the Closing, and Seller shall be responsible for all Purchaser Orders for Expendables and/or Consumables pay the balance of such items in the ordinary course of business, but in no event later than the date which are delivered to is forty-five (45) days after 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) date on which Seller shallreceives written invoices for such items. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller may postpone and/or contest payment of any operating expense or trade account which is the subject of a bona fide dispute. Seller agrees to Sections 5.4 indemnify and 5.5, represent hold Purchaser harmless from and warrant against any claims or other matters relating to be a materially true, correct such contested operating expenses and complete list thereoftrade accounts. All operating expenses and trade accounts accruing after the Cut-Off Time (“Post-Closing Expenses”) shall be the responsibility of Purchaser and Purchaser. Purchaser agrees to indemnify, defend indemnify and hold Seller harmless from and against any Claims claims or other matters relating to (i) the Purchase Orders, and or (ii) the Post-Closing Expenses. This Section shall survive the Closing.

Operating Expenses and Trade Accounts. At Closing, Seller shall receive a credit for all unconsumed portions of prepaid expenses; provided, Seller shall, concurrently with expenses except to the delivery extent they pertain to Permits issued by governmental authorities that are not capable of the Preliminary Closing Statement, deliver being assumed by or transferred 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 thereofat Closing. Seller shall be responsible for all operating expenses and trade accounts of the Hotel Property (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, unless Seller and Purchaser mutually agree that Purchaser shall assume any such payables, in which case Purchaser shall receive a credit for the amount of the assumed payables at Closing; provided, however, that Purchaser shall be responsible for all purchase orders for Inventories and Operating Equipment (“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 Date. To the extent the amounts of such items are then known, Seller shall pay such items at the Closing, and Seller shall be responsible for all Purchaser Orders for Expendables and/or Consumables pay the balance of such items in the Ordinary Course of Business, but in no event later than the date which are delivered to is forty-five (45) days after 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) date on which Seller shallreceives written invoices for such items. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller may postpone and/or contest payment of any operating expense or trade account which is the subject of a bona fide dispute. Seller agrees to Sections 5.4 indemnify, defend and 5.5, represent hold Purchaser harmless from and warrant against any Claims or other matters relating to be a materially true, correct such contested operating expenses and complete list thereoftrade accounts. 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 or (ii) the Post-Closing Expenses.

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) Transferred Property 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 ordinary course of Business business for Expendables and/or Consumables not delivered to the Hotel Range as of the Closing Date and Date. To the extent the amounts of such items are then known, Seller shall be responsible for all Purchaser Orders for Expendables and/or Consumables which are delivered to the Hotel prior to pay such items at the Closing Date; providedand shall pay the balance of such items in the ordinary course of business, further, Seller shall, concurrently with but in no event later than the delivery of date which is forty-five (45) days after 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) date on which Seller shallreceives written invoices for such items. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller may postpone and/or contest payment of any operating expense or trade account which is the subject of a bona fide dispute. Seller agrees to Sections 5.4 indemnify and 5.5, represent hold Purchaser harmless from and warrant against any claims or other matters relating to be a materially true, correct such operating expenses and complete list thereoftrade accounts. All operating expenses and trade accounts accruing after the Cut-Off Time (“Post-Post Closing Expenses”) shall be the responsibility of Purchaser and Purchaser. Purchaser agrees to indemnify, defend indemnify and hold Seller harmless from and against any Claims claims or other matters relating to (i) the Purchase Orders, and or (ii) the Post-Closing Expenses. This Section shall survive the Closing.

Operating Expenses and Trade Accounts. At Closing, Seller shall receive a credit for all unconsumed portions of prepaid expenses; provided, Seller shall, concurrently with expenses except to the delivery of the Preliminary Closing Statement, deliver extent they pertain to Hotel Contracts or Permits not assumed by or transferred 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 thereofat Closing. Seller shall be responsible for all operating expenses and trade accounts of the Hotel Property (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, unless Seller and Purchaser mutually agree that Purchaser shall assume any such payables, in which case Purchaser shall receive a credit for the amount of the assumed payables at Closing; 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 or Consumables not delivered to the Hotel as of the Closing Date Date. To the extent the amounts of such items (i.e., other than Purchase Orders) are then known, Seller shall pay such items at the Closing, and Seller shall be responsible for all Purchaser Orders for Expendables and/or Consumables pay the balance of such items in the Ordinary Course of Business, but in no event later than the date which are delivered to is forty-five (45) days after 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) date on which Seller shallreceives written invoices for such items. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller may postpone and/or contest payment of any operating expense or trade account which is the subject of a bona fide dispute. Seller agrees to Sections 5.4 indemnify, defend and 5.5, represent hold Purchaser harmless from and warrant against any Claims or other matters relating to be a materially true, correct such contested operating expenses and complete list thereoftrade accounts. 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 for, from and against any Claims or other matters relating to (i) the Purchase Orders, and or (ii) the Post-Closing Expenses.