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 9.1, (i) the Seller shall pay (or caused to be paid) 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 Cut-Off Time 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 Cut-Off Time, and the Buyer shall pay all such Trade Payables accrued as of the Cut-Off Time when such Trade Payables become due and payable up to the amount of such credit; provided, however, the Seller and the Buyer 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 xxxx 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, Property and Equipment 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, Property and Equipment and Inventories which were ordered but not delivered prior to Closing.

Trade Payables. Except to the extent an adjustment or proration is made under another subsection of this SECTION 9.1Section 10.1, (i) the Seller shall pay (or caused to be paid) 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 Cut-Off Time 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 Cut-Off TimeClosing Date, and the Buyer shall pay all such Trade Payables accrued as of the Cut-Off Time Closing Date when such Trade Payables become due and payable up to the amount of such credit; provided, however, the Seller and the Buyer 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 xxxx bxxx 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, Property and Equipment 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, Property and Equipment and Inventories which were ordered but not delivered prior to Closing. The reproration obligation in this subsection 10.1(k) shall survive the Closing.

Trade Payables. Except to the extent an adjustment or proration is made under another subsection of this SECTION 9.1Section 10.1, (i) the Seller shall pay (or caused to be paid) in full prior to the Closing responsible for all amounts payable to vendors vendors, contractors or other suppliers of goods or services to the Hotel (the “Trade Payables”) prior to the Cut-Off Time which are due and payable as of the Cut-Off Time for which goods or services have been delivered to the Hotel prior to ClosingCut-Off Time, 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 Cut-Off Time, and the Buyer shall pay all such Trade Payables accrued as of after the Cut-Off Time when such Trade Payables become due and payable up to the amount of such creditcredit (plus any late fees and penalties resulting from Buyer’s failure to pay such Trade Payables when due); provided, however, the Seller and the Buyer 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 xxxx 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, Property and Equipment Equipment, Inventories and Inventories other property ordered, but not delivered to the Hotel prior to the Closing DateCut-Off Time, and the Buyer shall pay the amounts which become due and payable for such FF&E, Retail Merchandise, Property and Equipment Equipment, Inventories and Inventories other property which were ordered but not delivered prior to Closingthe Cut-Off time. The reproration 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 9.1Section 11.2, (i) the Seller shall pay (or caused to be paid) 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 Cut-Off Time Closing Date for which goods or services have been delivered to the Hotel prior to Closing, and (ii) 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 Cut-Off TimeClosing Date, and the Buyer Purchaser shall pay all such Trade Payables accrued as of the Cut-Off Time Closing Date when such Trade Payables become due and payable up to the amount of such creditpayable; provided, however, the Seller and the Buyer Purchaser shall 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 xxxx for such goods or services. The Seller shall receive a credit for all advance payments or deposits made with respect to FF&E, Supplies, F&B and Retail Merchandise, Property and Equipment and Inventories Merchandise ordered, but not delivered to the Hotel prior to the Closing Date, and the Buyer Purchaser shall pay the amounts which become due and payable for such FF&E, Supplies, F&B and Retail Merchandise, Property and Equipment and Inventories Merchandise which were ordered but not delivered prior to Closing. This Section 11.2.13 shall survive the Closing.

Trade Payables. Except to the extent an adjustment or proration is made under another subsection of this SECTION Section 9.1, (i) the Seller shall pay (or caused cause to be paid) paid 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 Cut-Off Time Closing Date for which goods or services have been delivered to the Hotel prior to the 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 Cut-Off TimeClosing Date, and the Buyer shall pay all such Trade Payables accrued as of the Cut-Off Time Closing Date when such Trade Payables become due and payable up to the amount of such credit; provided, however, the Seller and the Buyer shall reprorate re-prorate the amount of any such credit for any Trade Payables and pay any deficiency in the original proration to the other party promptly upon receipt of the actual xxxx for such goods or services. The Seller shall receive a credit for all advance payments or deposits made with respect to FF&Eany Property, Retail Merchandiseincluding, Property without limitation, furniture, fixtures, and Equipment equipment, retail merchandise, property, equipment and Inventories Inventories, which were ordered, but not yet delivered to the Hotel prior to the Closing Date, and the Buyer shall pay the amounts which become due and payable for all such FF&E, Retail Merchandise, Property and Equipment and Inventories items which were ordered but not delivered prior to the Closing. The re-proration obligation in this Subsection 9.1(l) shall survive the Closing.

Trade Payables. Except to the extent an adjustment or proration is made under another subsection of this SECTION 9.1Section 10.1, (i) the Seller shall pay (or caused to be paid) 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 Cut-Off Time Closing Date for which goods or services have been delivered to the Hotel prior to Closing, and (ii) 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 Cut-Off TimeClosing Date, and the Buyer Purchaser shall pay all such Trade Payables accrued as of the Cut-Off Time Closing Date when such Trade Payables become due and payable up to the amount of such credit; provided, however, the Seller and the Buyer Purchaser shall 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 xxxx for such goods or servicesservices in accordance with the provisions of Section 11.1 below. The Seller shall receive a credit for all advance payments or deposits made with respect to FF&E, Supplies, F&B and Retail Merchandise, Property and Equipment and Inventories Merchandise that have been ordered, but not delivered to the Hotel prior to the Closing Date, and the Buyer Purchaser shall pay the amounts which become due and payable for such FF&E, Supplies, F&B and Retail Merchandise, Property and Equipment and Inventories Merchandise which were ordered but not delivered prior to Closing.

Trade Payables. Except to the extent an adjustment or proration is made under another subsection of this SECTION 9.1Section 10.1, (i) the Seller Hotel Owners shall pay (or caused to be paid) in full prior to the Closing all amounts payable to vendors or other suppliers of goods or services to the Hotel their respective Hotels (the “Trade Payables”) which are due and payable as of the Cut-Off Time Closing Date for which goods or services have been delivered to the such Hotel prior to Closing, and (ii) 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 Cut-Off TimeClosing Date, and the Buyer Purchaser shall pay all such Trade Payables accrued as of the Cut-Off Time Closing Date when such Trade Payables become due and payable up to the amount of such credit; provided, however, the Seller Facilitator and the Buyer Purchaser shall 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 xxxx for such goods or servicesservices but, in any event, not later than ninety (90) days after the Closing Date. The Seller Facilitator shall receive a credit for all advance payments or deposits made with respect to FF&E, Supplies, F&B and Retail Merchandise, Property and Equipment and Inventories Merchandise that have been ordered, but not delivered to the Hotel Hotels prior to the Closing Date, and the Buyer Purchaser shall pay the amounts which become due and payable for such FF&E, Supplies, F&B and Retail Merchandise, Property and Equipment and Inventories Merchandise which were ordered but not delivered prior to Closing.

Trade Payables. Except to the extent an adjustment or proration is made under another subsection of this SECTION 9.1Section 1 of this Schedule 2, (i) the Seller shall pay (or caused to be paid) 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 Cut-Off Time for which goods or services have been delivered to the Hotel prior to Closingthe Cut-Off Time, and (ii) 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 Cut-Off Time, and the Buyer Purchaser shall be obligated to pay all such Trade Payables accrued as of the Cut-Off Time Closing Date when such Trade Payables become due and payable up to the amount of such credit; provided, however, the Seller and the Buyer Purchaser shall reprorate re-prorate the amount of credit for any Trade Payables and pay as between the parties (as applicable) any deficiency in the original proration to the other party promptly upon receipt of the actual xxxx bxxx 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, Property and Equipment Supplies and Inventories ordered, but not delivered to the Hotel prior to the Closing Date, and the Buyer Purchaser shall pay the amounts which become due and payable for such FF&E, Retail Merchandise, Property and Equipment Supplies and Inventories which were ordered but not delivered prior to Closing.

Trade Payables. Except to the extent an adjustment or proration is made under another subsection of this SECTION 9.1Section 10.1, (i) the Seller shall pay (or caused to be paid) in full prior to the Closing responsible for all amounts payable to vendors vendors, contractors or other suppliers of goods or services to the Hotel Property (the “Trade Payables”) prior to the Cut-Off Time which are due and payable as of the Cut-Off Time for which goods or services have been delivered to the Hotel Property prior to ClosingCut-Off Time, 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 Cut-Off Time, and the Buyer shall pay all such Trade Payables accrued as of after the Cut-Off Time when such Trade Payables become due and payable up to the amount of such creditcredit (plus any late fees and penalties resulting from Buyer’s failure to pay such Trade Payables when due); provided, however, the Seller and the Buyer 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 xxxx bill for such goods or services. The Seller shall receive a credit for all advance payments or deposits made with respect to FF&EFood Inventories, alcoholic beverages and Retail Merchandise, Property and Equipment and Inventories Merchandise ordered, but not delivered to the Hotel Property prior to the Closing DateCut-Off Time, and the Buyer shall pay the amounts which become due and payable for such FF&E, FF&E and Retail Merchandise, Property and Equipment Equipment, Inventories and Inventories other property which were ordered but not delivered prior to Closingthe Cut-Off time.

Trade Payables. Except to the extent an adjustment or proration is made under another subsection of this SECTION 9.1Section 10.1, (i) the Seller shall pay (or caused to be paid) in full prior to the Closing all amounts payable to vendors or other suppliers of goods or services to the Hotel (the “Trade Payables”"TRADE PAYABLES") which are due and payable as of the Cut-Off Time Closing Date for which goods or services have been delivered to the Hotel prior to Closing, and (ii) 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 Cut-Off TimeClosing Date, and the Buyer Purchaser shall pay all such Trade Payables accrued as of the Cut-Off Time Closing Date when such Trade Payables become due and payable up to the amount of such credit; provided, however, the Seller and the Buyer Purchaser shall 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 xxxx for such goods or services. The Seller shall receive a credit for all advance payments or deposits made by Seller with respect to FF&E, Supplies, F&B and Retail Merchandise, Property and Equipment and Inventories Merchandise ordered, but not delivered to the Hotel prior to the Closing Date, and the Buyer Purchaser shall pay the balance of any amounts which become due and payable for such FF&E, Supplies, F&B and Retail Merchandise, Property and Equipment and Inventories Merchandise which were ordered but not delivered prior to Closing.

Trade Payables. Except to the extent an adjustment or proration is made under another subsection of this SECTION 9.1Section 10.1, (i) the Seller shall pay (or caused to be paid) 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 Cut-Off Time Closing Date for which goods or services have been delivered to the Hotel prior to the Closing, and (ii) the Buyer Purchaser shall receive a credit for the amount of such Trade Payables which have accruedaccrued for goods or services which have been delivered to the Hotel prior to the Closing, but are not yet due and payable as of the Cut-Off TimeClosing Date, and the Buyer Purchaser shall pay all such Trade Payables accrued as of the Cut-Off Time Closing Date when such Trade Payables become due and payable up to the amount of such credit; provided, however, the Seller and the Buyer Purchaser shall 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 xxxx for such goods or services. The Seller shall receive a credit for all advance payments or deposits made with respect to FF&E, Supplies, Attic Stock, F&B and Retail Merchandise, Property and Equipment and Inventories which has been ordered, but not delivered to the Hotel prior to the Closing Date, Date and the Buyer Purchaser shall pay the amounts which become due and payable for such FF&E, Supplies, Attic Stock, F&B and Retail Merchandise, Property and Equipment and Inventories Merchandise which were ordered but not delivered prior to the Closing. The reproration obligation in this Section 10.1(j) shall survive the Closing.