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 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 Agreement, with respect to each the Asset, (A) the applicable Seller Sellers 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 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 or spa golf 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 Sellers 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 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 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 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 Ventana Inn & Spa Asset (except for bottles owned by club members) 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 golf 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 Agreement, with respect to each the 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 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. 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)Date, 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’ Seller’s 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 Seller did not receive a credit.

Trade Payables. Except to the extent an adjustment or proration is made under another subsection of this Agreement, with respect to each AssetSection 10.1, (Ai) 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 or spa facility Hotel (the “Trade Payables”) which are due and payable as of the Closing Prorations Date for which goods or services have been delivered to the hotel or spa facility Hotel prior to ClosingProrations Date, and (Bii) 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 Prorations Date, and Purchaser shall pay all such Trade Payables accrued as of the Closing Prorations 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 xxxx 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, Supplies, Attic Stock, F&B and Retail Merchandise ordered in the ordinary course of business consistent with Sellers’ past practicesMerchandise, which has been ordered, but not delivered to the hotel or spa facility Hotel prior to the Closing Date, Prorations Date and Purchaser shall pay the amounts which become due and payable for such FF&E, Supplies, Attic Stock, F&B and Retail Merchandise which were ordered prior to Closing and for which Sellers did not receive a creditClosing. The reproration obligation in this Section 10.1(l) shall survive the Closing.

Trade Payables. Except to the extent an adjustment or proration is made under another subsection of this Agreement, with respect to each the 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 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. 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 Asset 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’ Seller’s 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 Seller did not receive a credit.