Accounts Receivable (Other than Guest Ledger). (i) On the Closing Date, Seller shall assign to Buyer all Accounts Receivable that are past due as of the Closing Date (the “Assigned Accounts Receivable”). Buyer shall pay to Seller an amount equal to the Assigned Accounts Receivable that are up to and including thirty (30) days past due as of the Closing Date, an amount equal to seventy five percent (75%) of all Assigned Accounts Receivable that are more than thirty (30) days and up to and including sixty (60) days past due as of the Closing Date, and an amount equal to thirty five percent (35%) of all Assigned Accounts Receivable that are more than sixty (60) days and up to and including one hundred twenty (120) days past due as of the Closing Date. Buyer shall not credit to Seller any amounts for Accounts Receivable more than one hundred twenty (120) days past due as of the Closing Date. Buyer shall have the sole right to collect and retain all such Assigned Accounts Receivable. If any Assigned Accounts Receivable are paid to Seller after the Closing, then Seller shall pay to Buyer the amounts received by Seller within ten (10) Business Days after receipt of such amounts without any commission or deduction for Seller.
Accounts Receivable (Other than Guest Ledger). After the Closing, the Seller shall retain the right to collect all Accounts Receivable other than the Guest Ledger which is addressed in SECTION 9.3(a) (such retained Accounts Receivable, the “Retained Accounts Receivable”). The Seller shall not receive a credit for the Retained Accounts Receivable. The Seller shall have the sole right to collect the Retained Accounts Receivable. If any Retained Accounts Receivable are paid to the Buyer after the Closing, the Buyer shall pay to the Seller the amounts received by the Buyer within 10 days after receipt of such amounts without any commission or deduction for the Buyer. The provisions of ARTICLE IX and the obligations of the Seller and the Buyer thereunder shall survive the Closing.
Accounts Receivable (Other than Guest Ledger). (i) On the Closing Date, the Seller shall assign to the Buyer all Accounts Receivable that are 90 days or less past due as of the Closing (the “Assigned Accounts Receivable”), the Buyer shall pay to the Seller an amount equal to 100% of all Accounts Receivable that are 90 days or less past due as of the Closing Date and shall not credit to the Seller any amounts for Accounts Receivable more than 90 days past due as of the Closing Date. The Buyer shall have the sole right to collect and retain all such Assigned Accounts Receivable. If any Assigned Accounts Receivable are paid to the Seller after the Closing, the Seller shall pay to the Buyer the amounts received by the Seller within 10 days after receipt of such amounts without any commission or deduction for the Seller.
Accounts Receivable (Other than Guest Ledger). Sellers shall retain the right to collect all Accounts Receivable (other than the Guest Ledger which is addressed in Section 11.3(a)), and Seller shall not receive a credit for the Accounts Receivable. Purchaser shall cooperate with Seller in collecting the Accounts Receivable, at no cost or expense to Purchaser other than any de minimis cost and expense or any cost or expense which Sellers agrees in writing to reimburse. If any Accounts Receivable are paid to Purchaser after the Closing, Purchaser shall pay to Seller the amounts received by Purchaser within ten (10) days after receipt of such amounts.
Accounts Receivable (Other than Guest Ledger). At Closing, Seller shall not receive a credit for any Accounts Receivable (other than the Guest Ledger which is addressed in Section 11.3.1). However, Seller shall retain the right to collect all such Accounts Receivable. Purchaser shall cooperate with (and direct Manager to cooperate with) Seller in collecting the Accounts Receivable, including (a) applying all payments received for Accounts Receivables as they are intended and/or specified by the payor (in the event that there is no direction provided by the payor as to the application of the payment, then payments received by the Manager shall be applied to the most recent outstanding Accounts Receivable), (b) refraining from doing anything which might affect the collection of such Accounts Receivable, and (c) do or cause to be done all such acts of an administrative or clerical nature as Seller deems necessary or advisable to assist Seller in the collection of such Accounts Receivable, at no cost to Seller, provided that in no event shall Purchaser be required to hire a collection agency (unless Seller so requests and agrees to pay such agency’s fees) or institute a lawsuit or any other judicial proceeding for the collection of such Accounts Receivable. If any Accounts Receivables are paid to Purchaser or Manager after the Closing, Purchaser shall or shall cause Manager to, as the case may be, pay to Seller the amounts received by Purchaser within ten (10) days after receipt of such amounts, without any commission or deduction for Purchaser or Manager except to the extent Manager is entitled to any fees on such amounts under the terms of the Management Agreement.
Accounts Receivable (Other than Guest Ledger). (i) At Closing, all Accounts Receivable (other than in respect of the Guest Ledger which is addressed in subsection 9.7(a) above) shall belong to Buyer and Buyer shall have the sole right to collect and retain all amounts collected with respect to such Accounts Receivable. At Closing, Seller shall receive a credit in an amount equal to the sum of: (I) 100% of all Accounts Receivable that are 30 days or less past due as of the Closing Date; (II) 90% of all Accounts Receivable that are 31-60 days past due as of the Closing Date and (III) 80% of all Accounts Receivable that are more than 61 days past due as of the Closing Date.
Accounts Receivable (Other than Guest Ledger). Seller will retain the right to collect all Accounts Receivable (other than the Guest Ledger which is addressed in Appendix 8.1(b)(i) above), and Purchaser will not receive a credit for such Accounts Receivable. Purchaser will cooperate with Seller in collecting the Accounts Receivable, at no cost or expense to Purchaser. If any such Accounts Receivable are paid to Purchaser after the applicable Closing, Purchaser will remit such payments to Seller, in the same form as received.
Accounts Receivable (Other than Guest Ledger). At Closing, Seller shall receive no credit for any Accounts Receivable (other than the Guest Ledger which is addressed in Section 11.3.1 hereof) and all rights thereto shall be retained by Seller, who reserves the right to collect and retain such Accounts Receivable, Purchaser agrees to cooperate reasonably and at no cost with Seller in Seller’s efforts to collect such Accounts Receivable. If at any time after the Closing Purchaser shall receive any such Accounts Receivable allocable to the period prior to the Cut-Off Time, Purchaser shall promptly remit the same to Seller provided however any Accounts Receivable collected by Purchaser shall be applied first to current Accounts Receivable owed from and after the Cut-Off Time and then to Accounts Receivable attributable to the period of time prior to the Cut-Off Time in the inverse order in which they became due and payable. The parties agree that such Accounts Receivable (other than the Guest Ledger which is addressed in Section 11.3.1 hereof), shall be deemed to constitute “Excluded Property” for purposes of this Mater Purchase and Sale Agreement, anything herein to the contrary notwithstanding.
Accounts Receivable (Other than Guest Ledger). At Closing, Seller shall receive a credit for all Accounts Receivable (other than the Guest Ledger which is addressed in Section 11.3.1) aged not more than sixty (60) days as of the Closing Date. Purchaser shall be entitled to all amounts collected for such Accounts Receivable.
Accounts Receivable (Other than Guest Ledger). Seller shall retain the right to collect all Accounts Receivable (other than the Guest Ledger which is addressed in Section 11.3.1), and Purchaser shall not receive a credit for such Accounts Receivable. Purchaser shall cooperate with Seller in collecting the Accounts Receivable, at no cost or expense to Purchaser other than any de minimis cost and expense or any cost or expense which Seller agrees in writing to reimburse. If any such Accounts Receivable are paid to Purchaser after the Closing, Purchaser shall remit such payments to Seller, in the same form as received, on a bi-weekly basis, without any commission or deduction for Purchaser. 44 AUS-6206654-10 6055890/60
