Assumed and Retained Liabilities Sample Clauses

Assumed and Retained Liabilities. Neither CEI nor, to the knowledge of CEI, any of the CEI Subsidiaries has retained or assumed either contractually or by operation of law any liabilities or obligations that would be reasonably likely to form the basis for any Environmental Claim, which would, individually or in the aggregate, have a Material Adverse Effect on CEI.

Assumed and Retained Liabilities. Neither NU nor, to the knowledge of NU, any of the NU Subsidiaries has retained or assumed either contractually or by operation of law any liabilities or obligations that would be reasonably likely to form the basis for any Environmental Claim, which would, individually or in the aggregate, have a Material Adverse Effect on NU.

Assumed and Retained Liabilities. Buyer shall Indemnify Sellers from and against any and all Claims that Sellers incur by reason of any obligation or liability expressly assumed by Buyer pursuant to this Agreement, including, without limitation (A) obligations under the Leases, Offsite Rights Assignment and Assumed Contracts, in each case, to the extent arising or accruing after Closing and, (B) the Hotel Payables with respect to which Buyer has received a proration credit (but only to the extent of such credit). Sellers shall Indemnify Buyer from and against any and all Claims which Buyer incurs by reason of any obligation or liability retained by Sellers pursuant to this Agreement, including, without limitation (i) obligations under the Leases, Offsite Rights Assignment and Assumed Contracts, in each case, to the extent arising or accruing prior to Closing, (ii) any Excluded Contracts and (iii) any Disputed Payables (or any other Hotel Payable except to the extent Buyer has received a proration credit therefor).

Assumed and Retained Liabilities. Sellers, jointly and severally on the one hand, and Buyer on the other hand shall each Indemnify the other from and against any and all Claims that the Indemnified Person incurs by reason of any obligation or liability which is expressly provided to be the obligation or responsibility of the indemnifying Party in this Agreement. Without limiting the generality of the foregoing: (A) Buyer shall Indemnify Sellers from and against any and all Claims that Sellers incur by reason of any Hotel Payable assumed by Buyer hereunder, (B) Sellers shall Indemnify Buyer from and against any and all Claims that Buyer incurs by reason of any Disputed Payable or any Hotel Payable or Tax which remains the responsibility of Sellers hereunder, and (C) Sellers shall reimburse Buyer, within ten Days after written demand therefor, for each Voucher honored by Buyer after 120 Days following Closing for which Buyer has not previously been credited (such reimbursement to be at face value for any Voucher issued in a specific dollar amount, at average rack rates in excess of payment accompanying the Voucher if issued for free or reduced rate rooms, and otherwise at estimated retail value, including sales and other excise taxes which Buyer will be obligated to pay in connection with honoring such Voucher, if issued for food, beverages, other merchandise or services).

Assumed and Retained Liabilities. (a) On the Closing Date, but effective as of the Effective Time, Buyer shall assume and hereby agrees to discharge only the following Liabilities (collectively, the “Assumed Liabilities”): (i) Liabilities arising from and after the Closing under Seller Contracts, Seller Governmental Authorizations and Non-Governmental Permits that are included in the Purchased Assets and that are set forth in Schedule 1.1(c) and Sections 3.6(b)(1) or 3.13(b) of the Disclosure Schedule, respectively, including any obligations related to customer deposits or prepayments disclosed on Schedule 2.4(a)(i); (ii) Liabilities arising from the ownership of the Purchased Assets and the operation of the Business solely to the extent relating to the period from and after the Effective Time; and (iii) Liabilities arising from Trade Payables in the amount set forth on Schedule 2.4(a)(iii); (iv) Liabilities related to costs and expenses incurred by Seller in connection with the consummation of the Contemplated Transactions in an amount not to exceed One Million Dollars ($1,000,000) individually or in the aggregate; (v) Liabilities related to vacation or paid time off to which any Transferred Employee is entitled pursuant to the written vacation policy applicable to such Transferred Employee immediately prior to the Closing in an amount not to exceed One Hundred Sixty-Five Thousand Dollars ($165,000) individually or in the aggregate (the “Assumed Employee Liabilities”); (vi) to the extent actually incurred by Seller and verifiable by Buyer or a Buyer Representative pursuant to Section 7.7(c), Liabilities of Seller arising from Taxes in an amount not to exceed the Tax Cap, individually or in the aggregate (the “Assumed Taxes”); and (vii) subject to Section 2.4(b)(xiii), Liabilities related to the repayment of any and all unpaid principal and accrued interest thereon related to the Zachs Note and the Series G Promissory Notes, in an aggregate principal amount of Two Million Seven Hundred Thirty Thousand Dollars ($2,730,000). (b) The Retained Liabilities shall be the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. Notwithstanding anything to the contrary contained herein or in any of the Transaction Documents, the Retained Liabilities include all of the following: (i) all Liabilities arising out of the ownership of the Purchased Assets or the operation of the Business at any time prior to the Effective Time, except to the extent of Liabilities re...

Assumed and Retained Liabilities. Except as disclosed in the Filed Parent SEC Documents or in the Parent Disclosure Letter, none of Parent or the Parent Subsidiaries has retained or assumed either contractually or by operation of law any liabilities or obligations that could reasonably be likely to form the basis for any Environmental Claim, which has had and could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Assumed and Retained Liabilities. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, none of the Company or the Company Subsidiaries has retained or assumed either contractually or by operation of law any liabilities or obligations that could reasonably be likely to form the basis for any Environmental Claim, which has had and could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Assumed and Retained Liabilities. Buyer shall Indemnify Seller from and against any and all Claims that Seller incurs by reason of any obligation or liability assumed by Buyer pursuant to this Agreement, including, without limitation (A) Employee Liabilities assumed by Buyer, (B) the Assumed Contracts, (C) the Hotel Payables, (D) Reservations and (E) the Leases. Seller shall Indemnify Buyer from and against any and all Claims that Buyer incurs by reason of any obligation or liability retained by Seller pursuant to this Agreement, including, without limitation (i) Employee Liabilities retained by Seller and (ii) Disputed Payables. 12.2

Assumed and Retained Liabilities. 4.1 Seller and its Affiliates shall retain, and shall be responsible for paying, performing and discharging when due, and Purchaser shall not assume or have any responsibility for and shall be held harmless and indemnified by Seller and its Affiliates with respect to any of the Liabilities of Seller and/or its Affiliates created or existing on or prior to the Closing Date including, but not limited to the following (the “Retained Liabilities”): (a) any and all Liabilities arising out of or in connection with the conduct or ownership of the Product Line on or prior to the Closing Date including but not limited to those matters disclosed in Exhibit 11.2.9(a); (b) any and all Liabilities relating to Products of the Product Line delivered and invoiced to third parties (other than Seller and/or its Affiliates) on or prior to the Closing Date; (c) all payables accrued on or prior to the Closing Date; (d) any and all Liabilities not explicitly assumed by Purchaser and/or its Affiliates under this Agreement or the Exhibits attached hereto; (e) any and all Taxes attributable to the conduct or ownership of the Product Line by Seller and/or its Affiliates on or prior to the Closing Date and related to the time period on or before the Closing Date; CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK. (f) any and all Liabilities arising under any transferred Contract and those Contracts subject to the provision of Article 2.1.9 with respect to a breach or default under such transferred Contract committed on or prior to the Closing Date; (g) any and all Liabilities of Seller and/or its Affiliates required by the terms of any transferred Contract to be performed on or prior to the Closing Date; (h) any and all Liabilities resulting from, or relating to, litigation or proceedings relating to events on or prior to the Closing Date; (i) any and all Liabilities related to the employees of Seller and/or its Affiliates; and (j) any and all Liabilities related to the ownership and operation of the Optioned Assets or the property described in the Ground Lease. 4.2 Purchaser shall be responsible for paying, performing and discharging when due, and Seller shall not have any responsibility for and shall be held harmless and indemnified by Purchaser with respect to the following Liabilities (the “Assumed Liabilities”): (a) Any and all Liabilities arising out of or in connection wit...