service, or any other item either borne directly by the owner of the
Hotel or which is reimbursable by the owner of the Hotel (i.e., if a gift
certificate can be used to pay for items in the Hotel gift shop).
The parties
also agree that no credit shall be given for any complimentary Vouchers. Seller
shall request that Manager deliver to Buyer one (1) business day prior to the
Closing Date a list of all such Vouchers.
(F)
UTILITIES AND INSURANCE.
BUYER SHALL BE RESPONSIBLE FOR ALL
DEALINGS WITH UTILITY SERVICE PROVIDERS WITH RESPECT TO ANY ACTIONS TO CHANGE
OVER ACCOUNTS TO BUYER AS OF THE CLOSING DATE.
ALL CHARGES FOR UTILITIES SHALL
BE PRORATED AS OF THE CLOSING DATE.
IN THE EVENT THE ACTUAL AMOUNTS FOR SUCH
CHARGES FOR UTILITIES OR TELEPHONE CALLS ARE NOT KNOWN AS OF THE CLOSING DATE OR
CANNOT BE BILLED SEPARATELY TO THE RESPONSIBLE PARTY, SUCH CHARGES SHALL BE
PRORATED BETWEEN THE PARTIES AS OF THE CLOSING DATE ONCE THE ACTUAL AMOUNTS
THEREOF BECOME KNOWN.
IF NECESSARY, AT THE REQUEST OF BUYER, SELLER SHALL
COMPLETE THE CUSTOMARY FORMS REQUIRED BY ANY TELEPHONE COMPANY OR TELEPHONE
COMPANY SERVICE PROVIDER TO ASSIGN THE PROPERTY'S EXISTING TELEPHONE NUMBERS TO
BUYER.
ANY FEES PAYABLE BY THE OWNER OF THE HOTEL IN RESPECT OF THE INSURANCE
POLICIES MAINTAINED BY MANAGER FOR THE PROPERTY SHALL BE PRORATED AS OF THE
CLOSING DATE.
THE PARTIES SHALL REQUEST THAT MANAGER ADD BUYER AS AN ADDITIONAL
NAMED INSURED ON ANY SUCH INSURANCE POLICIES AS OF THE CLOSING DATE.
(G)
PERMITS.
PERMIT AND LICENSE FEES OF ASSIGNABLE PERMITS AND
LICENSES, IF ANY, SHALL BE PRORATED AS OF THE CLOSING DATE.
(H)
SERVICE AGREEMENTS.
FEES AND OTHER AMOUNTS, INCLUDING ACCRUED
EMPLOYEE EXPENSES, PAYABLE AND/OR ACCRUED UNDER THE MANAGEMENT AGREEMENT AND
23
PAYMENTS DUE UNDER THE OTHER SERVICE AGREEMENTS SHALL BE PRORATED AS OF THE
CLOSING DATE.
SELLER SHALL BE REQUIRED TO PAY OR CAUSE TO BE PAID (OR
REIMBURSED TO MANAGER) OR CREDIT TO BUYER AT THE CLOSING ANY ACCRUED OR EARNED
WAGES, VACATION PAY, SICK PAY, BONUSES, PENSION, PROFIT-SHARING AND WELFARE
BENEFITS AND OTHER COMPENSATION AND FRINGE BENEFITS OF ALL PERSONS EMPLOYED AT
THE PROPERTY ON OR BEFORE THE CLOSING DATE, INCLUDING ANY EMPLOYMENT TAXES OR
OTHER FEES OR ASSESSMENTS ATTRIBUTABLE THERETO; IT BEING UNDERSTOOD, HOWEVER,
THAT SELLER SHALL NOT BE REQUIRED TO PAY ANY WITHDRAWAL LIABILITY WITH RESPECT
TO ANY UNION EMPLOYEES.
THE PARTIES FURTHER AGREE THAT WITH RESPECT TO SICK
PAY, AT THE END OF THE CALENDAR YEAR IN WHICH THE CLOSING OCCURS, BUYER SHALL
REIMBURSE SELLER FOR ALL UNUSED SICK PAY CREDITED TO BUYER AT CLOSING WHICH DID
NOT CARRY OVER TO THE FOLLOWING CALENDAR YEAR.
1.1.21
CALCULATION.
THE SELLER SHALL PREPARE AND DELIVER TO BUYER A
PRELIMINARY CLOSING STATEMENT (THE "PRELIMINARY CLOSING STATEMENT") WHICH SHALL
SHOW THE NET AMOUNT DUE EITHER TO SELLER OR BUYER AS A RESULT THEREOF, AND SUCH
NET AMOUNT WILL BE ADDED TO, OR SUBTRACTED FROM THE PAYMENT OF THE PURCHASE
PRICE TO BE