Common use of Trade Payables Clause in Contracts

Trade Payables. Except to the extent an adjustment or proration is made under another subsection of this Section 10.1, (i) the Seller shall pay 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 Closing Date 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 Closing Date, and the Buyer 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 (plus any late fees and penalties resulting from the Buyer’s failure to pay such Trade Payables when due); provided, however, the Seller and the Buyer shall re-prorate 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 ▇▇▇▇ 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, Supplies 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, Supplies and Inventories which were ordered prior to Closing. The re-proration obligation in this subsection 10.1(k) shall survive the Closing without limitation.

Trade Payables. Except to the extent an adjustment or proration is made under another subsection of this Section 10.1, (i) Seller Parent shall cause the Seller shall Target Entities to pay in full prior to the Closing all amounts payable to vendors or other suppliers of goods or services to for the Hotel Business (the “Trade Payables”) which are due and payable as of the Closing Date for which goods or services have been delivered to the applicable Hotel prior to Closing, and (ii) Seller Parent shall receive a credit for all advance payments or deposits made with respect to Trade Payables ordered but not delivered to the Buyer Hotels prior to the Closing Date, and (iii) Purchaser shall receive a credit for the amount of such Trade Payables which have accruedaccrued for goods or services which have been delivered to any Hotel prior to Closing, but are not yet due and payable as of the Closing Date, and Purchaser shall cause the Buyer shall Target Entities to 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 (plus any late fees and penalties resulting from the Buyer’s failure to pay such Trade Payables when due); provided, however, the Seller and the Buyer shall re-prorate the amount of credit for any Trade Payables and pay any deficiency in the original proration credit. Except with respect to the other party promptly upon receipt of Relevant Properties to the actual ▇▇▇▇ for extent such goods or services. The FF&E is related to the ongoing renovations, Seller Parent shall receive a credit at Closing for all any advance payments or deposits made with respect to FF&E, Retail MerchandiseSupplies Not Subject to Adjustment, Supplies Subject to Adjustment, and Inventories orderedunopened F&B, including any of the foregoing items that have been ordered in the Ordinary Course of Business but not delivered to the Hotel Hotels prior to the Closing Date. Seller Parent shall not receive a credit at Closing for any advance payments or deposits made with respect to FF&E, Supplies Not Subject to Adjustment, Supplies Subject to Adjustment that are not useable, and opened F&B, the Buyer shall pay the amounts which become due and payable Parties acknowledging Purchaser is deemed to have paid for such FF&E, Retail Merchandise, Supplies and Inventories which were ordered prior to Closing. The re-proration obligation in this subsection 10.1(k) shall survive items as part of the Closing without limitationAgreed Value.

Trade Payables. Except to the extent an adjustment or proration is made under another subsection of this Section 10.1Agreement, with respect to the Asset, (iA) the Seller Sellers shall pay in full at or prior to the Closing all amounts payable to vendors or other suppliers of goods or services to the Hotel golf 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 golf facility prior to Closing, and (iiB) the Buyer 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 the Buyer 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 (plus any late fees and penalties resulting from the Buyer’s failure to pay such Trade Payables when due)credit; provided, however, the Seller Sellers and the Buyer Purchaser shall re-prorate reprorate the amount of credit for any Trade Payables and pay any deficiency in the original proration to the other party Party promptly upon receipt of the actual ▇b▇▇▇ for such goods or services. Notwithstanding the foregoing, any Trade Payables disputed in good faith by the Sellers 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 Seller 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 Sellers 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 Asset (except for bottles owned by club members) being paid at book value), and (ii) all advance payments or deposits made with respect to FF&E, F&B and Retail Merchandise, Supplies and Inventories orderedMerchandise ordered in the ordinary course of business consistent with Sellers’ past practices, but not delivered to the Hotel golf facility prior to the Closing Date, and the Buyer Purchaser shall pay the amounts which become due and payable for such FF&E, F&B and Retail Merchandise, Supplies and Inventories Merchandise which were ordered prior to Closing. The re-proration obligation in this subsection 10.1(k) shall survive the Closing without limitationand 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 10.1Agreement, with respect to each Asset, (iA) the applicable Seller shall pay in full at or prior to the Closing all amounts payable to vendors or other suppliers of goods or services to the Hotel 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 hotel or spa facility prior to Closing, and (iiB) the Buyer 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 the Buyer 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 (plus any late fees and penalties resulting from the Buyer’s failure to pay such Trade Payables when due)credit; provided, however, the applicable Seller and the Buyer Purchaser shall re-prorate reprorate the amount of credit for any Trade Payables and pay any deficiency in the original proration to the other party Party promptly upon receipt of the actual ▇b▇▇▇ 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 FF&E, F&B and Retail Merchandise, Supplies and Inventories orderedMerchandise ordered in the ordinary course of business consistent with Sellers’ past practices, but not delivered to the Hotel hotel or spa facility prior to the Closing Date, and the Buyer Purchaser shall pay the amounts which become due and payable for such FF&E, F&B and Retail Merchandise, Supplies and Inventories Merchandise which were ordered prior to Closing. The re-proration obligation in this subsection 10.1(k) shall survive the Closing without limitationand 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 10.1Agreement, with respect to the Asset, (iA) the Seller shall pay in full at or prior to the Closing all amounts payable to vendors or other suppliers of goods or services to the Hotel 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 hotel or spa facility prior to Closing, and (iiB) the Buyer 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 the Buyer 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 (plus any late fees and penalties resulting from the Buyer’s failure to pay such Trade Payables when due)credit; provided, however, the Seller and the Buyer Purchaser shall re-prorate reprorate the amount of credit for any Trade Payables and pay any deficiency in the original proration to the other party Party promptly upon receipt of the actual ▇b▇▇▇ for such goods or services. The Notwithstanding the foregoing, any Trade Payables disputed in good faith by Seller and made known to Purchaser at or prior to Closing shall not be prorated, but shall remain the obligation of Seller and Seller shall pay the same on a timely basis so as not to interrupt the continued service to the Property. Seller 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. Seller shall receive a credit for (i) all F&B and Retail Merchandise at the Property as of the Closing Date, and (ii) all advance payments or deposits made with respect to FF&E, F&B and Retail Merchandise, Supplies and Inventories orderedMerchandise ordered in the ordinary course of business consistent with Seller’s past practices, but not delivered to the Hotel hotel or spa facility prior to the Closing Date, and the Buyer Purchaser shall pay the amounts which become due and payable for such FF&E, F&B and Retail Merchandise, Supplies and Inventories Merchandise which were ordered prior to Closing. The re-proration obligation in this subsection 10.1(k) shall survive the Closing without limitationand for which Seller did not receive a credit.

Trade Payables. Except to the extent an adjustment or proration is made under another subsection of this Section 10.1Agreement, with respect to the Asset, (iA) the Seller shall pay in full at or prior to the Closing all amounts payable to vendors or other suppliers of goods or services to the Hotel 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 hotel or spa facility prior to Closing, and (iiB) the Buyer 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 the Buyer 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 (plus any late fees and penalties resulting from the Buyer’s failure to pay such Trade Payables when due)credit; provided, however, the Seller and the Buyer Purchaser shall re-prorate reprorate the amount of credit for any Trade Payables and pay any deficiency in the original proration to the other party Party promptly upon receipt of the actual ▇b▇▇▇ for such goods or services. The Notwithstanding the foregoing, any Trade Payables disputed in good faith by Seller and made known to Purchaser at or prior to Closing shall not be prorated, but shall remain the obligation of Seller and Seller shall pay the same on a timely basis so as not to interrupt the continued service to the Property. Seller 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. 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 Asset being paid at book value), and (ii) all advance payments or deposits made with respect to FF&E, F&B and Retail Merchandise, Supplies and Inventories orderedMerchandise ordered in the ordinary course of business consistent with Seller’s past practices, but not delivered to the Hotel hotel or spa facility prior to the Closing Date, and the Buyer Purchaser shall pay the amounts which become due and payable for such FF&E, F&B and Retail Merchandise, Supplies and Inventories Merchandise which were ordered prior to Closing. The re-proration obligation in this subsection 10.1(k) shall survive the Closing without limitationand for which Seller did not receive a credit.