Common use of Accounts Receivable and Accounts Payable Clause in Contracts

Accounts Receivable and Accounts Payable. (a) As and when the same are received by Purchaser, Purchaser shall pay Seller the full amount of all accounts receivable outstanding as of the date of Closing owing from any present guests of the Hotel incurred during the pre-Closing portion of that guest’s present stay, and room and related charges for all guests of the Hotel for the night of the Apportionment Date shall be apportioned as provided in Section 4.5(e). Said accounts receivable are hereinafter referred to as the “Included Accounts Receivable.” Purchaser is not purchasing any of the receivables of the Hotel, including, without limitation, the Included Accounts Receivable. Purchaser and Seller shall cooperate in the collection of such accounts receivable (including, without limitation, the Included Accounts Receivable), and for such purpose, Seller shall be entitled to monitor and consult with Purchaser for a period of one hundred twenty (120) days following the Closing regarding the status of and procedure for collection of such accounts. Purchaser agrees to direct and authorize the Hotel’s employees to cooperate with Seller’s representative in reviewing accounts receivable, and in answering any inquiries with respect thereto. Purchaser further agrees to promptly remit to Seller any funds received by it in payment of such accounts receivable. With regard to any collection made from any person or entity who is indebted to the Hotel both with respect to accounts receivable accruing prior to the Closing and to the accounts receivable accruing subsequent to the Closing (other than Included Accounts Receivable), such collection shall be applied as designated by the payor, but if there is no designation, then any such collections received within ninety (90) days after the Closing shall be applied first to the indebtedness accrued subsequent to the Closing, but thereafter, any such collections shall be applied first to the payment of any amounts due to Purchaser on accounts accruing prior to the Closing.

Accounts Receivable and Accounts Payable. As soon as practicable prior to the Closing Date, EWS Holdings shall provide to WCA Parent an estimate of the Accounts Receivable and Accounts Payable of the Emerald Companies (aother than those related to the Gulf Coast Business) As and when the same are received by Purchaser, Purchaser shall pay Seller the full amount of all accounts receivable outstanding as of the date of Closing owing from Date, including sufficient background detail regarding the basis for such amounts (the “Account Worksheet”). As soon as practicable prior to Closing, WCA Parent shall provide any present guests comments and revisions to the Account Worksheet. At Closing, EWS Holdings shall provide the final Accounts Receivable and Accounts Payable of the Hotel incurred during Emerald Companies (other than those related to the pre-Closing portion of that guest’s present stay, and room and related charges for all guests Gulf Coast Business) as of the Hotel for Effective Time (the night “Final Account Worksheet”), in form reasonably acceptable to WCA Parent. At Closing, the Emerald Companies shall cause the assignment to EWS Gulf Coast of the Apportionment Date Accounts Receivable and Accounts Payable set forth on the Final Account Worksheet pursuant to an Assignment and Assumption Agreement attached as Exhibit A hereto. From and after the Closing Date, EWS Gulf Coast shall be apportioned as provided in Section 4.5(e). Said accounts receivable are hereinafter referred (i) have the right to as collect the “Included Accounts Receivable.” Purchaser is not purchasing any of the receivables of the Hotel, including, without limitation, the Included Accounts Receivable. Purchaser Receivable and Seller shall cooperate in the collection of such accounts receivable (including, without limitation, the Included Accounts Receivable), and for such purpose, Seller shall be entitled to monitor retain all amounts collected and consult with Purchaser (ii) be solely responsible for a period the payment of one hundred twenty (120) days the Accounts Payable promptly following Closing. Except as set forth in this Section 1.4(a), the Closing regarding WCA Parties, including the status of and procedure for collection of such accounts. Purchaser agrees Emerald Companies after the Effective Time, shall not have any obligation to direct and authorize the Hotel’s employees to cooperate with Seller’s representative in reviewing accounts receivable, and in answering EWS Gulf Coast or any inquiries other Person with respect thereto. Purchaser further agrees to promptly remit to Seller any funds received by it in payment of such accounts receivable. With regard to any collection made from any person of the Accounts Receivable set forth on the Final Account Worksheet or entity who is indebted to the Hotel both with respect to accounts receivable accruing prior to the Closing and to the accounts receivable accruing subsequent to the Closing (other than Included Accounts Receivable), such collection shall be applied as designated by the payor, but if there is no designation, then any such collections received within ninety (90) days after the Closing shall be applied first to the indebtedness accrued subsequent to the Closing, but thereafter, any such collections shall be applied first to the payment of the Accounts Payable set forth on the Final Account Worksheet. Notwithstanding the foregoing, following the Closing WCA Parent shall, and shall cause each of its Subsidiaries (including each Emerald Company) to, (i) cooperate with and assist EWS Gulf Coast in connection with the collection of the Accounts Receivable by taking such actions that are reasonably requested by the EWS Gulf Coast in connection therewith and (ii) cause all correspondence, invoices or any amounts due to Purchaser on accounts accruing prior other documents relating to the ClosingAccounts Receivable or Accounts Payable set forth on the Final Account Worksheet that are received by WCA Parent or any Subsidiary (including any Emerald Company) to be delivered to EWS Gulf Coast not less often than on a monthly basis. If WCA Parent or any of its Subsidiaries (including any Emerald Company) receives any payment with respect to the Accounts Receivable, it shall deliver any such payment to EWS Gulf Coast in the form received no later than the last business day of the week following its receipt thereof.

Accounts Receivable and Accounts Payable. The Seller agrees that it will utilize normal collection efforts consistent with past business practices of the Seller in collecting the outstanding Accounts Receivable of the Seller as of the Effective Date. The Seller agrees to pay, in a manner consistent with past business practice of the Seller, the outstanding accounts payable of the Seller as of the Effective Date. The Seller shall not, and shall not permit his employees, independent contractors or agents to, directly or indirectly, encourage any customer of Buyer not to make payment on any accounts receivable of Buyer or commit any action which could reasonably lead or cause any customer not to make such a payment and the Seller shall otherwise cooperate with Buyer and its designees (aand cause its personnel and accountants to cooperate) As in Buyer's collection efforts. The Buyer shall not, and when shall not permit his employees, independent contractors or agents to, directly or indirectly, encourage any customer of Seller not to make payment on any accounts receivable of Seller or commit any action which could reasonably lead or cause any customer not to make such a payment and the same Buyer shall otherwise cooperate with Seller and its designees (and cause its personnel and accountants to cooperate) in Seller's collection efforts. The parties agree that in the event payments are received by Purchaser, Purchaser shall pay Seller either of the full amount of all parties on accounts receivable outstanding as from customers who are or were customers of both of the date of Closing owing from any present guests of the Hotel incurred during the pre-Closing portion of that guest’s present stay, Buyer and room and related charges for all guests of the Hotel for the night of the Apportionment Date shall be apportioned as provided in Section 4.5(e). Said accounts receivable are hereinafter referred to as the “Included Accounts Receivable.” Purchaser is not purchasing any of the receivables of the Hotel, including, without limitation, the Included Accounts Receivable. Purchaser and Seller shall cooperate in the collection of such accounts receivable (including, without limitation, the Included Accounts Receivable), and for such purpose, Seller shall be entitled to monitor and consult with Purchaser for a period of one hundred twenty (120) days following the Closing regarding the status of and procedure for collection of such accounts. Purchaser agrees to direct and authorize the Hotel’s employees to cooperate with Seller’s representative in reviewing accounts receivable, and in answering any inquiries with respect thereto. Purchaser further agrees to promptly remit to Seller any funds received by it in payment of such accounts receivable. With regard to any collection made from any person or entity who is indebted to the Hotel both with respect to accounts receivable accruing prior to the Closing and to the accounts receivable accruing subsequent to the Closing (other than Included Accounts Receivable), such collection payments shall be applied as designated by in accordance with the payor, but if there is no designationcustomer's instruction. In the event that the customer has not provided instructions on the face of the remittance or any accompanying documentation or correspondence (an "Unallocated Payment"), then any such collections received within ninety (90) days after the Closing Unallocated Payment shall be applied first to the indebtedness accrued subsequent oldest outstanding invoice(s). In the event that for any particular customer who has remitted to either party an Unallocated Payment, the Closingoldest outstanding invoice is one that has been written off by either party (a "Written-Off Invoice"), then such Unallocated Payment will not be applied to such Written-Off Invoice, but thereafter, any such collections shall be applied first to the payment next oldest outstanding invoice. Each party agrees that in the event it receives an Unallocated Payment, then it shall promptly notify the other party and provide to such other party, and to Seller's lender, Capital Temp Funds, Inc., a copy of the remittance and any amounts due to Purchaser on accompanying documentation or correspondence. In the event that either party receives proceeds of accounts accruing prior receivable which belong to the Closingother party, such party will immediately remit such proceeds, in kind, to the other party.

Accounts Receivable and Accounts Payable. The Seller agrees that it will utilize normal collection efforts consistent with past business practices of the Seller in collecting the outstanding Accounts Receivable of the Seller as of the Effective Date. The Seller agrees to pay, in a manner consistent with past business practice of the Seller, the outstanding accounts payable of the Seller as of the Effective Date. The Buyer shall not, and shall not permit his employees, independent contractors or agents to, directly or indirectly, encourage any customer of Seller not to make payment on any accounts receivable of Seller or commit any action which could reasonably lead or cause any customer not to make such a payment and the Buyer shall otherwise cooperate with Seller and its designees (aand cause its personnel and accountants to cooperate) As and when in Seller's collection efforts. The parties agree that in the same event payments are received by Purchaser, Purchaser shall pay Seller either of the full amount of all parties on accounts receivable outstanding as from customers who are or were customers of both of the date of Closing owing from any present guests of the Hotel incurred during the pre-Closing portion of that guest’s present stay, Buyer and room and related charges for all guests of the Hotel for the night of the Apportionment Date shall be apportioned as provided in Section 4.5(e). Said accounts receivable are hereinafter referred to as the “Included Accounts Receivable.” Purchaser is not purchasing any of the receivables of the Hotel, including, without limitation, the Included Accounts Receivable. Purchaser and Seller shall cooperate in the collection of such accounts receivable (including, without limitation, the Included Accounts Receivable), and for such purpose, Seller shall be entitled to monitor and consult with Purchaser for a period of one hundred twenty (120) days following the Closing regarding the status of and procedure for collection of such accounts. Purchaser agrees to direct and authorize the Hotel’s employees to cooperate with Seller’s representative in reviewing accounts receivable, and in answering any inquiries with respect thereto. Purchaser further agrees to promptly remit to Seller any funds received by it in payment of such accounts receivable. With regard to any collection made from any person or entity who is indebted to the Hotel both with respect to accounts receivable accruing prior to the Closing and to the accounts receivable accruing subsequent to the Closing (other than Included Accounts Receivable), such collection payments shall be applied as designated by in accordance with the payor, but if there is no designationcustomer's written instructions on the face of the remittance or any accompanying documentation or correspondence. In the event that the customer has not provided instructions on the face of the remittance or any accompanying documentation or correspondence, then any such collections received within ninety (90) days after the Closing payments shall be applied first to the indebtedness accrued subsequent oldest outstanding invoice(s) of either Buyer or Seller, as the case may be. As an example, in the event that Seller has an account receivable outstanding from ABC Corp. from an invoice dated March 30, 2003, and the Buyer has an account receivable outstanding from ABC Corp. for an invoice dated October 1, 2003, and a payment is made by ABC Corp. on November 1, 2003, and neither the face of the remittance nor any accompanying documentation or correspondence references which invoice is being paid, the funds are to be remitted to Seller to pay off the oldest invoice, and any remaining amounts, will be paid to the Closingholder of the second oldest account receivable, but thereafter, any such collections shall be applied first and so on. In the event that either party receives proceeds of accounts receivable which belong to the payment of any amounts due to Purchaser on accounts accruing prior other party, such party will immediately remit such proceeds, in kind, to the Closingother party.

Accounts Receivable and Accounts Payable. The Seller agrees that it will utilize normal collection efforts consistent with past business practices of the Seller in collecting the outstanding Accounts Receivable of the Seller as of the Effective Date. The Seller agrees to pay, in a manner consistent with past business practice of the Seller, the outstanding accounts payable of the Seller as of the Effective Date. The Seller shall not, and shall not permit his employees, independent contractors or agents to, directly or indirectly, encourage any customer of Buyer not to make payment on any accounts receivable of Buyer or commit any action which could reasonably lead or cause any customer not to make such a payment and the Seller shall otherwise cooperate with Buyer and its designees (aand cause its personnel and accountants to cooperate) As in Buyer’s collection efforts. The Buyer shall not, and when shall not permit his employees, independent contractors or agents to, directly or indirectly, encourage any customer of Seller not to make payment on any accounts receivable of Seller or commit any action which could reasonably lead or cause any customer not to make such a payment and the same Buyer shall otherwise cooperate with Seller and its designees (and cause its personnel and accountants to cooperate) in Seller’s collection efforts. The parties agree that in the event payments are received by Purchaser, Purchaser shall pay Seller either of the full amount of all parties on accounts receivable outstanding as from customers who are or were customers of both of the date of Closing owing from any present guests of the Hotel incurred during the pre-Closing portion of that guest’s present stay, Buyer and room and related charges for all guests of the Hotel for the night of the Apportionment Date shall be apportioned as provided in Section 4.5(e). Said accounts receivable are hereinafter referred to as the “Included Accounts Receivable.” Purchaser is not purchasing any of the receivables of the Hotel, including, without limitation, the Included Accounts Receivable. Purchaser and Seller shall cooperate in the collection of such accounts receivable (including, without limitation, the Included Accounts Receivable), and for such purpose, Seller shall be entitled to monitor and consult with Purchaser for a period of one hundred twenty (120) days following the Closing regarding the status of and procedure for collection of such accounts. Purchaser agrees to direct and authorize the Hotel’s employees to cooperate with Seller’s representative in reviewing accounts receivable, and in answering any inquiries with respect thereto. Purchaser further agrees to promptly remit to Seller any funds received by it in payment of such accounts receivable. With regard to any collection made from any person or entity who is indebted to the Hotel both with respect to accounts receivable accruing prior to the Closing and to the accounts receivable accruing subsequent to the Closing (other than Included Accounts Receivable), such collection payments shall be applied as designated by in accordance with the payor, but if there is no designationcustomer’s instruction. In the event that the customer has not provided instructions on the face of the remittance or any accompanying documentation or correspondence (an “Unallocated Payment”), then any such collections received within ninety (90) days after the Closing Unallocated Payment shall be applied first to the indebtedness accrued subsequent oldest outstanding invoice(s). In the event that for any particular customer who has remitted to either party an Unallocated Payment, the Closingoldest outstanding invoice is one that has been written off by either party (a “Written-Off Invoice”), then such Unallocated Payment will not be applied to such Written-Off Invoice, but thereafter, any such collections shall be applied first to the payment next oldest outstanding invoice. Each party agrees that in the event it receives an Unallocated Payment, then it shall promptly notify the other party and provide to such other party, and to Seller’s lender, Capital Temp Funds, Inc., a copy of the remittance and any amounts due to Purchaser on accompanying documentation or correspondence. In the event that either party receives proceeds of accounts accruing prior receivable which belong to the Closingother party, such party will immediately remit such proceeds, in kind, to the other party.

Accounts Receivable and Accounts Payable. (a) As The parties hereto acknowledge and when agree that all Accounts Receivable shall remain the same are received property of the Selling Parties and their Affiliates and shall be collected by Purchaserthe Selling Parties subsequent to the Closing and that all Accounts Payable shall remain the liability of the Selling Parties and their Affiliates and shall be paid by the Selling Parties in accordance with their terms. In the event that, subsequent to the Closing, Purchaser or Purchaser’s Affiliates receives any payments from any obligor with respect to an Account Receivable outstanding on the Closing Date, then Purchaser shall pay Seller within ten (10) Business Days of receipt of such payment remit the full amount of all accounts receivable outstanding as such payment to the applicable Selling Party. In the case of the date receipt by Purchaser of Closing owing any payment from any present guests obligor of the Hotel incurred during the pre-Closing portion of that guest’s present stayany Selling Party and Purchaser then, and room and related charges for all guests of the Hotel for the night of the Apportionment Date shall be apportioned as provided in Section 4.5(e). Said accounts receivable are hereinafter referred to as the “Included Accounts Receivable.” Purchaser is not purchasing any of the receivables of the Hotel, including, without limitation, the Included Accounts Receivable. Purchaser and Seller shall cooperate in the collection of unless otherwise specified by such accounts receivable (including, without limitation, the Included Accounts Receivable), and for such purpose, Seller shall be entitled to monitor and consult with Purchaser for a period of one hundred twenty (120) days following the Closing regarding the status of and procedure for collection of such accounts. Purchaser agrees to direct and authorize the Hotel’s employees to cooperate with Seller’s representative in reviewing accounts receivable, and in answering any inquiries with respect thereto. Purchaser further agrees to promptly remit to Seller any funds received by it in payment of such accounts receivable. With regard to any collection made from any person or entity who is indebted to the Hotel both with respect to accounts receivable accruing prior to the Closing and to the accounts receivable accruing subsequent to the Closing (other than Included Accounts Receivable)obligor, such collection shall be applied as designated by the payor, but if there is no designation, then any such collections received within ninety (90) days after the Closing payment shall be applied first to amounts owed to the indebtedness accrued Selling Parties with the excess, if any, remitted to Purchaser. In the event that, subsequent to the Closing, but thereafterany Selling Party or its Affiliates receives any payments from any obligor with respect to an account receivable of Purchaser for any period after the Closing Date, then the Selling Party shall within ten (10) Business Days of receipt of such payment remit the full amount of such payment to Purchaser. In the case of the receipt by any Selling Party or its Affiliates of any payment from any obligor of any Selling Party and Purchaser then, unless otherwise specified by such collections obligor, such payment shall be applied first to amounts owed to the payment Selling Parties with the excess, if any, remitted to Purchaser. In the case of the receipt by Purchaser of any amounts due Accounts Payable, Purchaser shall promptly forward any such items to Purchaser on accounts accruing prior Seller for satisfaction of such obligations.Product Recalls. Subject to the terms of the Transaction Agreements, from and after the Closing Date, Purchaser shall have the sole right to conduct all voluntary and involuntary recalls or market withdrawals of Products (whether sold before or after Closing.) (“Recalls”), including (i) Recalls 41 required by any Governmental Authority and (ii) voluntary Recalls of Product sold prior to, on or after the Closing. Any damages or other liabilities arising with respect to or related to any Recall shall be Assumed Liabilities, other than as set forth in Section 1.3(c)(i) with respect to the Recalled Containers. 7.14