Trade Payables. Except to the extent an adjustment or proration is made under another subsection of this SECTION 9.1, (i) the Seller shall pay (or caused to be paid) in full prior to the Closing all amounts payable to vendors or other suppliers of goods or services to the Hotel (the “Trade Payables”) which are due and payable as of the Cut-Off Time for which goods or services have been delivered to the Hotel prior to Closing, and (ii) the Buyer shall receive a credit for the amount of such Trade Payables which have accrued, but are not yet due and payable as of the Cut-Off Time, and the Buyer shall pay all such Trade Payables accrued as of the Cut-Off Time when such Trade Payables become due and payable up to the amount of such credit; provided, however, the Seller and the Buyer shall reprorate the amount of credit for any Trade Payables and pay any deficiency in the original proration to the other party promptly upon receipt of the actual xxxx for such goods or services. The Seller shall receive a credit for all advance payments or deposits made with respect to FF&E, Retail Merchandise, Property and Equipment and Inventories ordered, but not delivered to the Hotel prior to the Closing Date, and the Buyer shall pay the amounts which become due and payable for such FF&E, Retail Merchandise, Property and Equipment and Inventories which were ordered but not delivered prior to Closing.
Trade Payables. The term “
Trade Payables. Trade payables shall mean (for all purposes) under this Agreement open accounts payable to trade vendors or suppliers of the Properties. Except for trade payables for Consumables, Seller agrees to give Purchaser a credit at Closing for all trade payables from the Properties which have accrued on or prior to 12:01 a.m. on the Closing Date, and Purchaser shall be obligated to pay (i) such payables to the extent it has received a credit from Seller at Closing and (ii) trade payables or the Consumables. Purchaser agrees to pay all trade payables from the Properties which have accrued after 12:01 a.m. on the Closing Date and shall and hereby does indemnify and hold Seller harmless from payment of the same. The indemnities contained or provided for in this section survive Closing.
Trade Payables. All liabilities and obligations of Transferor relating to the Plant that constitute trade payables due to suppliers as payment for Inventory included in the Acquired Assets and incurred by Transferor in the ordinary and normal course of business at the Closing Date (in transactions in the ordinary and normal course) and consistent with past practice and the representations, warranties, covenants, obligations and agreements set forth in this Agreement ("Trade Payables").
Trade Payables. At Administrative Agent’s request, a listing of each Borrower’s trade payables specifying the trade creditor and balance due, and a detailed trade payable aging, all in form satisfactory to Administrative Agent.
Trade Payables. Trade payables shall mean (for all purposes) -------------- under this Contribution Agreement, open accounts payable to trade vendors or suppliers of the Asset's hotel, restaurant, bar or similar facilities. The Asset Entity agrees to give the Operating Partnership a credit on the date of the Final Closing for all trade payables from the Asset which have accrued on or prior to the Adjustment Time, and the Operating Partnership shall be obligated to pay such payables to the extent it has received a credit from the Asset Entity on the date of the Final Closing. The Operating Partnership agrees to pay all trade payables from the Asset which have accrued after the Adjustment Time and shall and hereby does indemnify and hold the Asset Entity harmless from payment of the same. The indemnities contained or provided for in this section survive the date of the Final Closing.
Trade Payables. Promptly following any request therefor, a listing of the Borrower’s trade payables, specifying the trade creditor and balance due, and a detailed trade payable aging, all in form reasonably satisfactory to the Administrative Agent.
Trade Payables. Except to the extent an adjustment or proration is made under another subsection of this Agreement, with respect to each Asset, (A) the applicable Seller shall pay in full at or prior to Closing all amounts payable to vendors or other suppliers of goods or services to the hotel or spa facility (the “Trade Payables”) which are due and payable as of the Closing Date for which goods or services have been delivered to the hotel or spa facility prior to Closing, and (B) Purchaser shall receive a credit for the amount of such Trade Payables which have accrued, but are not yet due and payable as of the Closing Date, and Purchaser shall pay all such Trade Payables accrued as of the Closing Date when such Trade Payables become due and payable up to the amount of such credit; provided, however, the applicable Seller and Purchaser shall reprorate the amount of credit for any Trade Payables and pay any deficiency in the original proration to the other Party promptly upon receipt of the actual bxxx for such goods or services. Notwithstanding the foregoing, any Trade Payables disputed in good faith by the applicable Seller and made known to Purchaser at or prior to Closing shall not be prorated, but shall remain the obligation of such Seller and Seller shall pay the same on a timely basis so as not to interrupt the continued service to the Property. The Sellers shall have the right to receive any rebates from procurement companies (e.g., Avendra) relating to purchases made and paid for prior to the Closing Date. The applicable Seller shall receive a credit for (i) all F&B and Retail Merchandise at the Property as of the Closing Date (with the wine inventories at the Ventana Inn & Spa being paid at book value), and (ii) all advance payments or deposits made with respect to F&B and Retail Merchandise ordered in the ordinary course of business consistent with Sellers’ past practices, but not delivered to the hotel or spa facility prior to the Closing Date, and Purchaser shall pay the amounts which become due and payable for such F&B and Retail Merchandise which were ordered prior to Closing and for which Sellers did not receive a credit.
Trade Payables. Except to the extent an adjustment or proration is made under another subsection of this Section 11.2, (i) Seller shall pay in full prior to the Closing all amounts payable to vendors or other suppliers of goods or services for the Business (the “Trade Payables”) which are due and payable as of the Closing Date for which goods or services have been delivered to the Hotel prior to Closing, and (ii) Purchaser shall receive a credit for the amount of such Trade Payables which have accrued, but are not yet due and payable as of the Closing Date, and Purchaser shall pay all such Trade Payables accrued as of the Closing Date when such Trade Payables become due and payable; provided, however, Seller and Purchaser shall reprorate the amount of credit for any Trade Payables and pay any deficiency in the original proration to the other Party promptly upon receipt of the actual xxxx for such goods or services. Seller shall receive a credit for all advance payments or deposits made with respect to FF&E, Supplies, F&B and Retail Merchandise ordered, but not delivered to the Hotel prior to the Closing Date, and Purchaser shall pay the amounts which become due and payable for such FF&E, Supplies, F&B and Retail Merchandise which were ordered prior to Closing. This Section 11.2.12 shall survive the Closing.
Trade Payables. The trade payables constituting Assumed Liabilities represent bona fide and undisputed obligations of Contributing Party relating only to the Business and were incurred by Contributing Party in the ordinary course of business.
