Common use of Regarding Hotel Prorations Generally Clause in Contracts

Regarding Hotel Prorations Generally. Unless this Section 4.4 expressly provides otherwise: (a) all prorations hereunder with respect to the Hotel shall be made as of 12:00:01 a.m., local time at the Hotel (“Cut-Off Time”) on the Closing Date; (b) all prorations shall be made on an actual daily basis; and (c) for purposes of such prorations, all items of revenue and expense with respect to the Hotel’s operations shall be classified and determined in accordance with the Uniform System of Accounts for the Lodging Industry, as reasonably modified by Manager for use at the Hotel consistent with past practices within the twelve (12) months preceding the Closing, and otherwise in accordance with generally accepted accounting principles. Except as otherwise expressly provided herein, in any case in which Purchaser receives a credit at Closing on account of any obligation of Seller hereunder, Seller shall have no further liability for such obligation to the extent of the credit so given, Purchaser shall pay and discharge the same, and Purchaser shall indemnify, defend and hold Seller harmless Seller with respect thereto.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Pebblebrook Hotel Trust), Purchase and Sale Agreement (Morgans Hotel Group Co.), Purchase and Sale Agreement (Morgans Hotel Group Co.)

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Regarding Hotel Prorations Generally. Unless this Section 4.4 expressly provides otherwise: (aA) all prorations hereunder with respect to the Hotel shall be made as of 12:00:01 a.m., local time at the Hotel (“Cut-Off Time”) on the Closing Date; , (bB) all prorations shall be made on an actual daily basis; , and (cC) for purposes of such prorations, all items of revenue and expense with respect to the Hotel’s operations shall be classified and determined in accordance with the Uniform System of Accounts for the Lodging Industry, as reasonably modified by Manager for use at the Hotel consistent with past practices within the twelve (12) months preceding the Closing, and otherwise in accordance with generally accepted accounting principles. Except as otherwise expressly provided herein, in any case in which Purchaser receives a credit at Closing on account of any obligation of Seller hereunder, Seller shall have no further liability for such obligation to the extent of the credit so given, and Purchaser shall pay and discharge the same, and Purchaser shall indemnify, defend and hold Seller harmless Seller with respect thereto.

Appears in 1 contract

Samples: Purchase and Sale Agreement and Joint Escrow Instructions (Pebblebrook Hotel Trust)

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Regarding Hotel Prorations Generally. Unless this Section 4.4 expressly provides otherwise: (aA) all prorations hereunder with respect to the Hotel shall be made as of 12:00:01 a.m., local time at (for the Hotel Hotel) (“Cut-Off Time”) on the Closing Date; , (bB) all prorations shall be made on an actual daily basis; , and (cC) for purposes of such prorations, all items of revenue and expense with respect to the Hotel’s operations shall be classified and determined in accordance with the Uniform System of Accounts for the Lodging Industry, as reasonably modified by Manager for use at the Hotel consistent with past practices within the twelve (12) months preceding the Closing, and otherwise in accordance with generally accepted accounting principles. Except as otherwise expressly provided herein, in any case in which Purchaser receives a credit at Closing on account of any obligation of Seller hereunder, Seller shall have no further liability for such obligation to the extent of the credit so given, and Purchaser shall pay and discharge the same, and Purchaser shall indemnify, defend and hold Seller harmless Seller with respect thereto.

Appears in 1 contract

Samples: Purchase and Sale Agreement and Joint Escrow Instructions (Ashford Hospitality Trust Inc)

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