Pre-Closing Receivables means any accounts receivable, notes receivable or other obligations arising from or in connection with the ownership, operation and activities of the Hotel up to the Closing Time and attributable to such period of time, including, without limitation, charges for lodging, meals, beverages, conference facilities, recreational activities, leases and facilities and all other matters connected with the Hotel or Property.
Following the Closing, Seller shall have the right to collect all Pre-Closing Receivables.
After the Closing, Seller and its agents and employees shall have the right to examine and photocopy Buyer's records with respect to collection of Pre-Closing Receivables and with respect to guests or other persons obligated on both Pre-Closing Receivables and Post-Closing Receivables, all at reasonable times and upon reasonable notice.
Except in the event of a bona fide dispute between Seller and a customer which dispute has been documented in a writing, or tenants who are in arrears for more than one (1) month, any collections received from parties obligated on both Pre-Closing Receivables and Post-Closing Receivables shall be applied first to the longest outstanding unpaid invoices of the payor.
During the Wind-Up Period, Buyer shall cooperate with Seller so that Seller can collect its Pre-Closing Receivables.
Any Pre-Closing Receivables which are not collected by Seller during such Wind-Up Period shall be collected by Seller upon the expiration of the Wind-Up Period and Buyer shall execute any documents necessary to assist Seller in such collection.