Common use of Revenues Clause in Contracts

Revenues. Guest, convention, room, food, beverage, and all other -------- charges and revenues for services rendered and the operation of all departments of the Hotel, including, but not limited to, advance payments under booking agreements for rooms, facilities and services of the Hotel and any other revenues, provided, however, that food, room service and restaurant revenue shall be apportioned as of the closing of dinner service hours at each restaurant on the evening preceding the Closing Date, and bar revenues shall be read, measured (and tapes preserved) and apportioned as of 2:00 A.M. on the Closing Date and provided further that room rental receipts for the night before Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. All cash, checks, and other funds, and all other notes, security and other evidence of indebtedness located at the Hotel on the Closing Date and balances on deposit to the credit of Seller with banking institutions are and shall remain the property of Seller and are not included in this sale except for the cash and equivalents to be purchased by Purchaser at par. The balance due on the city ledger and guest ledger and all other accounts receivable of Seller as of the Closing Date ("Seller's Receivables") to the extent received by Purchaser on behalf of Seller for a period of 90 days after the Closing Date (the "Collection Period"). Any monies of Seller received by Purchaser shall be held in trust by Purchaser for the benefit of Seller and remitted to Seller promptly after receipt thereof by Purchaser without offset or reduction. Seller shall, upon request, be provided with reasonable evidence and documentation as to Purchaser's determination and collection of Seller's Receivables. Purchaser shall not be obligated to commence any actions or proceedings to collect any of the Seller's Receivables. If, at the expiration of the Collection Period any of Seller's Receivables to be collected by Purchaser have not been collected, Purchaser shall have no further obligation to collect Seller's Receivables, but shall transfer the balance of Seller's Receivables to Seller for collection;

Revenues. GuestAll rentals, convention, room, food, beverage, receipts and all other -------- charges and revenues for services rendered and the operation of all departments of the Hotel, (including, but not limited to, advance payments under booking agreements reimbursements for roomsProperty Expenses, facilities common area maintenance, real and services of personal property taxes, insurance and other operating expense reimbursements, if applicable, but excluding percentage rent, if applicable) (collectively, the Hotel and any other revenues“Revenues”), provided, however, that food, room service and restaurant revenue shall be apportioned billed to Tenants by Seller as of the closing of dinner service hours at each restaurant on Closing, but which are properly allocable to the evening preceding period after the Closing Proration Date, and bar revenues shall be read, measured (and tapes preserved) and apportioned as of 2:00 A.M. on the Closing Date and provided further that room rental receipts for the night before Closing shall be apportioned fifty percent (50%) credited to Seller and fifty percent (50%) to Purchaser. All cash, checks, and other funds, and all other notes, security and other evidence of indebtedness located Buyer at the Hotel on Closing. To the Closing Date and balances on deposit extent there are any Revenues owing to the credit of Seller with banking institutions are and shall remain the property of Seller and are not included in this sale except for the cash and equivalents to be purchased by Purchaser at par. The balance due on the city ledger and guest ledger and all other accounts receivable of Seller as of the Closing Date ("Seller's Receivables") which relate to periods of time prior to the extent received Proration Date, but which have not actually been collected by Purchaser on behalf Seller as of Seller for a period of 90 days after the Closing Date (the "Collection Period"“Delinquent Revenues”). Any monies of Seller received by Purchaser shall be held in trust by Purchaser for the benefit of Seller and remitted to Seller promptly after receipt thereof by Purchaser without offset or reduction. Seller shall, upon request, be provided with reasonable evidence and documentation as to Purchaser's determination and collection of Seller's Receivables. Purchaser Buyer shall not be obligated to commence pay to Seller (or give Seller a credit for), the amount of such Delinquent Revenues on the Closing. All Revenues which are received by Seller or Buyer subsequent to the Closing Date shall be applied: first, to amounts due to Buyer; and second, to Delinquent Revenues due to Seller. Seller and Buyer hereby agree to promptly remit to the other the amount of any actions or proceedings Revenues received and owing to each other pursuant to the provisions of this Section 11.2(a)(i). Notwithstanding any provision of this Section 11.2 to the contrary, Seller retains its rights to recover Delinquent Revenues, including, without limitation, the right to collect any (provided, however, Seller shall not have the right to file and maintain a lawsuit or other legal proceeding against a delinquent Tenant or evict a delinquent Tenant) the same from delinquent Tenants and/or third parties responsible for payment of such Delinquent Revenues. Buyer, at no cost and expense to Buyer, shall use commercially reasonable efforts (provided such commercially reasonable efforts shall not include an obligation to file and maintain a lawsuit or other legal proceeding against a delinquent Tenant or other third party or to evict a delinquent Tenant) to enforce the provisions of the Seller's Receivables. If, at Leases which require the expiration of the Collection Period any of Seller's Receivables Tenants to be collected by Purchaser have not been collected, Purchaser shall have no further obligation to collect Seller's Receivables, but shall transfer the balance of Seller's Receivables pay to Seller for collection;such Delinquent Revenues.

Revenues. GuestRent, conventionpercentage rent and reimbursements for real estate tax charges, roomcommon area maintenance charges, foodinsurance premiums, beverage, utilities and all other -------- lease charges and revenues for services rendered and the operation of all departments of the Hotel, including, but not limited to, advance payments under booking agreements for rooms, facilities and services of the Hotel and any other revenues, provided, however, that food, room service and restaurant revenue shall be apportioned accounted for and prorated as follows: except as otherwise provided in this Agreement, Buyer shall be entitled to all rents, percentage rent, miscellaneous income and reimbursements for real estate tax charges, common area maintenance charges, insurance premiums, utilities and other lease charges paid as of the closing date of dinner service hours at each restaurant Closing and attributable to the period on and after the evening preceding the Closing DateClosing, and bar revenues Seller shall be readentitled to all such items, measured (if any, relating to the period prior to the Closing. At Closing, Seller shall credit Buyer in an amount equal such prorated rent and tapes preserved) and apportioned as reimbursements paid through the end of 2:00 A.M. on the month in which Closing Date and provided further that room rental receipts for occurs. Any amounts received after Closing from tenants under Leases by Seller or Buyer attributable to the night before month of Closing shall be apportioned fifty percent prorated and the amount due the other party shall be remitted to that party within ten (5010) days following receipt thereof. Within one hundred twenty (120) days following the end of the calendar year 2010, Seller shall determine (the “2010 Reconciliation”) the sums, if any, which are payable by tenants under Leases or by the owners or occupants of any outparcels (“CAM Parties”) for maintenance expenses, operating expenses, insurance and taxes (“CAM”) for calendar year 2010. Upon receipt, the annual reimbursements due from tenants shall be applied and remitted based upon a Buyer and Seller percentage that is in the same proportion as the actual CAM expenses paid by each. For example, if Seller’s actual CAM expenses were $800 and Buyer’s actual CAM expenses were $200, then Seller’s percentage would be 80% and Buyer’s percentage would be 20%. From said amounts, the prorated monthly deposits actually received from CAM Parties by Seller and Buyer for calendar year 2010 shall be subtracted from the Buyer and Seller amounts calculated in the preceding two sentences. If the 2010 Reconciliation shows that the CAM Parties are owed a refund of CAM by Seller, such amount owed shall be paid to Buyer within thirty (30) days of receipt or preparation of the 2010 Reconciliation worksheet(s) detailing the calculation of same. If the 2010 Reconciliation shows that CAM Parties owe additional CAM charges to Seller, Buyer shall provide the 2010 Reconciliation worksheet(s) within ten (10) business days of receipt or preparation of the 2010 Reconciliation to the tenants and shall be responsible for collecting such additional CAM charges and shall pay to Seller and fifty percent within thirty (50%30) to Purchaserdays any such amounts collected by Buyer. All cash, checks, and other funds, and all other notes, security and other evidence of indebtedness located at the Hotel on If the Closing Date occurs in 2011, then within one hundred twenty (120) days following the end of the calendar year 2011, Buyer shall determine (the “2011 Reconciliation”) the sums, if any, which are payable by CAM Parties for CAM for calendar year 2011 and balances on deposit the procedures described in this paragraph shall also apply to the credit of Seller with banking institutions are and shall remain the property of Seller and are not included in this sale except for the cash and equivalents to be purchased by Purchaser at par. The balance due on the city ledger and guest ledger and all other accounts receivable of Seller as of the Closing Date ("Seller's Receivables") to the extent received by Purchaser on behalf of Seller for a period of 90 days after the Closing Date (the "Collection Period"). Any monies of Seller received by Purchaser shall be held in trust by Purchaser for the benefit of Seller and remitted to Seller promptly after receipt thereof by Purchaser without offset or reduction. Seller shall, upon request, be provided with reasonable evidence and documentation as to Purchaser's determination and collection of Seller's Receivables. Purchaser shall not be obligated to commence any actions or proceedings to collect any of the Seller's Receivables. If, at the expiration of the Collection Period any of Seller's Receivables to be collected by Purchaser have not been collected, Purchaser shall have no further obligation to collect Seller's Receivables, but shall transfer the balance of Seller's Receivables to Seller for collection;2011 Reconciliation.

Revenues. Guest, convention, room, food, beverage, and all other -------- charges and revenues for services rendered and the operation of all departments of the Hotel, including, but not limited to, advance payments under booking agreements for rooms, facilities and services of the Hotel and any other revenues, as and when collected, provided, however, that (x) food, room service and restaurant revenue shall be apportioned as of the closing of dinner service hours at each restaurant on the evening preceding the Closing Date, and bar revenues shall be read, measured (and tapes preserved) and apportioned as of 2:00 A.M. on the Closing Date and provided further that room rental receipts for the night before Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. All Purchaser (less a charge of $4.50 per occupied room which shall be credited to Purchaser representing 50% of the agreed upon cost of cleaning such occupied rooms), (y) all cash, checks, and other funds, and all other notes, security and other evidence of indebtedness located at the Hotel on the Closing Date and balances on deposit to the credit of Seller with banking institutions are and shall remain the property of Seller and are not included in this sale except for the cash Cash and equivalents Equivalents to be purchased by Purchaser at parpar to the extent not required to fully credit Purchaser with all closing prorations in its favor. The balance due on the city ledger and guest ledger and all other accounts receivable of Seller as of the Closing Date ("Seller's ReceivablesSELLER'S RECEIVABLES") to the extent received will be collected by Purchaser on behalf -------------------- of Seller for a period of 90 180 days after the Closing Date (the "COLLECTION ---------- PERIOD") for a fee of three percent (3%) of the amounts collected. Purchaser ------ shall undertake its customary collection efforts to collect Seller's Receivables during the Collection Period"). Any Period and any monies of Seller received by Purchaser and owed to Seller shall be held in trust by Purchaser for the benefit of Seller and remitted to Seller promptly after receipt thereof by Purchaser without offset or reduction. Purchaser, less a three ---- percent (3%) administrative fee to be paid by Seller shall, upon request, be provided with reasonable evidence and documentation as to Purchaser's determination and collection of Seller's Receivablesmanagement company to the extent not required to fully credit Purchaser with all closing prorations in its favor. Purchaser shall not be obligated to commence any actions or proceedings to collect any of the Seller's Receivables. If, at the expiration of the Collection Period any of Seller's Receivables to be collected by Purchaser have not been collected, Purchaser shall have no be entitled to retain same as a further obligation to collect Seller's Receivables, but shall transfer consideration for its collection efforts during the balance of Seller's Receivables to Seller for collection;Collection Period.

Revenues. Guest, convention, room, food, beverage, and all -------- other -------- charges and revenues for services rendered and the operation of all departments of the Hotel, including, but not limited to, advance payments under booking agreements for rooms, facilities and services of the Hotel and any other revenues, as and when collected, provided, however, that food, room service and restaurant revenue shall be apportioned as of the closing of dinner service hours at each restaurant on the evening preceding the Closing Date, and bar revenues shall be read, measured (and tapes preserved) and apportioned as of 2:00 A.M. on the Closing Date and provided further that room rental receipts for through the night before Closing shall be apportioned fifty percent (50%) to Seller Purchaser and fifty percent (50%) to PurchaserSeller. All cash, checks, checks and other funds, and all other notes, security and other evidence of indebtedness located at the Hotel on the Closing Date Date, and balances on deposit to the credit of Seller the Sellers or the Partnership with banking institutions institutions, are and shall remain the property of Seller the Sellers and are not included in this sale sale, except for the cash Cash and equivalents Equivalents to be purchased by Purchaser at par. The balance due on the city ledger and guest ledger and all other accounts receivable of Seller the Partnership as of the Closing Date ("Seller's Sellers' Receivables") to the extent received will be collected by Purchaser on behalf of Seller for a period of 90 180 days after the Closing Date (the "Collection Period")) for a fee of three percent (3%) of the amounts collected. Any Purchaser shall undertake its customary collection efforts to collect Sellers' Receivables during the Collection Period and any monies of Seller received by Purchaser and owed to Seller shall be held in trust by Purchaser for the benefit of Seller and remitted to Seller promptly after receipt thereof by Purchaser without offset or reduction. Seller shallPurchaser, upon request, less a three percent (3%) ---- administrative fee to be provided with reasonable evidence and documentation as paid by Sellers to Purchaser's determination and collection of Seller's Receivablesmanagement company. Purchaser shall not be obligated to commence any actions or proceedings to collect any of the Seller's Sellers' Receivables. If, at the expiration of the Collection Period any of Seller's Sellers' Receivables to be collected by Purchaser have not been collected, Purchaser shall have no further obligation to collect Seller's the Sellers' Receivables, but shall transfer the balance of Seller's Sellers' Receivables to Seller for collection;

Revenues. GuestAll rents, conventionreimbursements, roomincome, foodrevenue and other charges pertaining to the Lease or otherwise with respect to the Property (collectively, beverage"Revenues") actually collected by Seller on or prior to the Closing (including prepaid Revenues but excluding Security Deposit) shall be prorated such that Seller shall be entitled to all such Revenues accruing up to and including the day prior to the Closing, and Buyer shall be entitled to all other -------- charges such Revenues for the date of Closing and revenues for services rendered and the operation of all departments periods thereafter. However, there shall be no adjustment of the Hotel, including, amount of funds to be delivered by Buyer at the Closing for Revenues from the Property which are attributable to the periods prior to and including the day prior to the Closing but which have not limited to, advance payments under booking agreements for rooms, facilities and services actually been collected by Seller as of the Hotel date of Closing (hereinafter called the "Delinquent Revenues"), although Seller shall be entitled to receive all such Delinquent Revenues as provided Buyer or Seller receives rents (or other tenant charges) on or after the Closing Date, such payments shall be applied (i) first to any Revenues due Buyer; (ii) second to any Delinquent Revenues not theretofore received by Seller for the Lease or other particular revenue source and (iii) then to the earliest months for which Revenue remains unpaid for such Lease or revenue source, as the case may be. Buyer agrees to use commercially reasonable efforts to collect on behalf of Seller all Delinquent Revenues without any additional cost or expense to Buyer. Any Delinquent Revenues (including any Revenues allocated to Delinquent Revenues, as provided hereinabove) collected by Buyer after Closing shall be forthwith paid by Buyer to Seller (or from Seller to Buyer, as appropriate) as set forth in this Section 4.5.3. Notwithstanding any provision of this Agreement to the contrary, Seller shall be entitled to collect all Revenues which became due prior to the Closing from the Tenant or any guarantors or other revenuesthird parties responsible for the payment of such Revenues, provided, however, that foodafter the Closing, room service and restaurant revenue Seller shall not be apportioned as of entitled to pursue eviction proceedings or other actions to dispossess Tenant or any other litigation in connection with any such collection efforts. Notwithstanding the closing of dinner service hours at each restaurant on the evening preceding the Closing Date, and bar revenues shall be read, measured (and tapes preserved) and apportioned as of 2:00 A.M. on the Closing Date and provided further that room rental receipts for the night before Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. All cash, checks, and other funds, and all other notes, security and other evidence of indebtedness located at the Hotel on the Closing Date and balances on deposit foregoing provisions to the credit of Seller with banking institutions are and shall remain the property of Seller and are not included in this sale except for the cash and equivalents to be purchased by Purchaser at par. The balance due on the city ledger and guest ledger and all other accounts receivable of Seller as of the Closing Date ("Seller's Receivables") contrary, to the extent received taxes, utilities and any other expenses accruing with respect to the Property are paid by Purchaser on behalf Tenant to the landlord pursuant to the terms of the Lease ("Tenant Expenses"), any refund of any Tenant Expenses to which a Tenant may be entitled as a result of overpayment shall be the responsibility of Seller for a period of 90 days after the Closing Date (the "Collection Period"). Any monies of Seller or Buyer, whichever received by Purchaser shall be held in trust by Purchaser for the benefit of Seller and remitted to Seller promptly after receipt thereof by Purchaser without offset or reductionsuch overpayment. Seller shall, upon request, be provided with reasonable evidence and documentation as to Purchaser's determination and collection of Seller's Receivables. Purchaser shall not be obligated to commence responsible for any actions or proceedings to collect any underpayment by a Tenant of the Seller's ReceivablesTenant Expenses. If, at the expiration of the Collection Period any of Seller's Receivables to be collected by Purchaser have not been collected, Purchaser shall have no further obligation to collect Seller's Receivables, but shall transfer the balance of Seller's Receivables to Seller for collection;3990 Bxxxxxx -10- Purchase and Sale Agreement