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 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) 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 or Consumables not delivered to the Hotel as of 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 Two Hundred and No/100 Dollars ($200.00) which Seller 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, 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 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 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) 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 or Consumables not delivered to the Hotel as of the Closing Date; provided. To the extent the amounts of such items (i.e., furtherother than Purchase Orders) are then known, Seller shallshall pay such items at the Closing, concurrently with and Seller shall pay the delivery balance of such items in the Preliminary Closing StatementOrdinary Course of Business, deliver to Purchaser a certified list of all Purchase Orders with liabilities but in excess of Two Hundred and No/100 Dollars no event later than the date which is forty-five ($200.0045) days after the date on which Seller shall represent receives written invoices for such items. Notwithstanding the foregoing, Purchaser acknowledges and warrant 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 be a materially trueindemnify, correct defend and complete list thereofhold Purchaser harmless from and against any Claims or other matters relating to such contested operating expenses and trade 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, 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 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 or 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 Two Hundred Ten Thousand and No/100 Dollars ($200.0010,000.00) which Seller shall 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, or 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 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 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) 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 or Consumables not delivered to the Hotel as of the Closing Date; provided, further. To the extent the amounts of such items are then known, Seller shallshall pay such items at the Closing, concurrently with and Seller shall pay the delivery balance of such items in the Preliminary Closing StatementOrdinary Course of Business, deliver to Purchaser a certified list of all Purchase Orders with liabilities but in excess of Two Hundred and No/100 Dollars no event later than the date which is forty-five ($200.0045) days after the date on which Seller shall represent receives written invoices for such items. Notwithstanding the foregoing, Purchaser acknowledges and warrant 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 be a materially trueindemnify, correct defend and complete list thereofhold Purchaser harmless from and against any Claims or other matters relating to such contested operating expenses and trade 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, or (ii) the Post-Closing Expenses.